The Amazing SpiderMan: The Law of the Jungle
by MadCapMunchkin
Summary: Peter Parker is just an average high school student trying to balance his schoolwork, being a lab assistant to one Curt Connors, and dating his new girlfriend Gwen Stacy. Oh, and every so often he crawls around on people's walls wearing red and blue spandex. Weird kid.
1. After the Spider Came Along

**A/N**: **Hello, fanfiction readers! Here's my attempt at a Spider-Man story, set in the same universe as my Avengers fic (which, if you haven't read, you can read on my page). This is set about six months after the events of that fic, though not many references, if any, will be made to those events (at least early on). I've also decided to take the approach to Spidey that Tim Burton did to Batman, that is to say, he's already established as a hero. Because, let's face it, we've seen Spidey's origin story done a billion times over already. Maybe it'll be a flashback later, but I'm not going to bother with it at the moment. Anyhoo, I hope you all enjoy.**

* * *

**Chapter One**  
After the Spider Came Along

"Look! Up in the sky!"

"It's a bird!"

"It's a plane!"

'_What the hell are they looking at?_' Peter wondered as he was crouched down on the head of a gargoyle that protruded from one of the Big Apple's oldest structures. He gazed up after realizing they weren't looking at him, seeing a somewhat cloudy but otherwise empty sky above him.

'_I swear…_' He thought with a roll of his eyes that would have been unseen by anyone watching as he shook his head. He reached down for the bright red and blue belt he wore around his waist, reaching into one of the pouches to pull out a small metal cylinder. With his fingers, he manipulated his glove to pull it back a bit, exposing one of the intricate devices that he wore on his wrists and forearms. The left shooter was almost out of fluid, hence his sudden stop to change it out.

Once he'd done this, Peter tucked the empty web fluid cartridge away and rolled back the glove on that hand. He had thought to change the other shooter as well, but he could afford to wait a bit. By his reckoning, he had enough shots left in it to at least get him the ESU campus.

"Help me! Someone! Help me!"

"So much for being punctual…" Peter muttered as he did what Spider-Man always does, swing into action…heading in the direction he had just come. This had been the norm for him ever since that day that…he forced himself not to think about it. Peter dropped into the alley, finding the usual suspect: a mugger holding a woman at gunpoint for her handbag. This wasn't getting familiar at _all_.

"Y'know, I don't think that handbag looks good with prison orange…" He said, watching as the mugger turned on him with a predictable shocked expression. "And I can tell you it does nothing for your complexion as it is…"

"Spider-Man!"

"What? No!" Peter quipped sarcastically as the mugger's gun was turned on him. Even from the distance he stood at, Peter could hear the trigger of the gun being pulled, the hammer clicking back as the bullet was released. It was a six-sense to him, feeling danger on the approach, and his body moved to avoid it, simply sidestepping the bullet as it careened through the air past him.

The next three bullets did much the same, Peter casually side-stepping each shot before his left hand raised and his fingers curled to send a gray string from Peter's wrist to the gun.

"Well, that's enough of that." Peter said as he yanked the gun away, sending it clattering against brick wall of the building nearest them where it fell into a drainage grate. The woman turned to run as the man who was holding her at gunpoint before attempted an escape.

A few moments later, the mugger was dangling from the nearest street light.

"Man, this is humiliating…" He heard the mugger mutter under his breath.

"Tell me about it. If I'd had my ass handed to me by a man in spandex, I'd be a little embarrassed to." Peter snorted a bit, making sure the webbing would keep the man dangling long enough for some of New York's finest to find and bring in.

"See ya…" Peter said before he raised his hand, securing a webline to the next nearest building, and took off. He hoped he wasn't all too late. After all, that couldn't have taken more than a few minutes at the very most.

* * *

Curtis Connors looked upon his newest assistant with disdain.

"I'm sorry, Doctor-"

"Peter, do you know how much groveling I had to do with the Dean to get this project off the ground?"

"Yes, sir."

"And do you know that every day I have the board coming through to make sure that _everything_ is going by the book _because_ I have an underage high school student working for me?"

"Yes, sir…"

"Then throw me a bone. Be here on time."

"I'm sorry, Doctor Connors." Peter said. Connors just sighed, waving the young man off to his work. He was a bright young man, and Curt had to admit he liked the boy well enough. He just wished that Peter could be more punctual.

"Alright, let's get started from where we left off last night." Curt said as Peter moved around the take his seat at the laptop computer that had been hooked into the system nearby. The small pens within the room were covered with glass and within were several rabbits.

"Do you think the serum is ready for further testing, sir?" Peter asked.

"That is what is on the schedule, Peter, tests today." Curt said. There had already been too many delays. The schedule would not have any more amendments. "This works, we'll be rewriting the textbooks on cell regeneration…"

"Sounds fascinating, sir." Peter said, prepping the program on his computer that would check the readouts.

"This ought to interest you more, Peter…" Curt said. "Think of it. The regeneration of lost tissue. Legs, arms, skin." He lifted back the sleeve of his right arm, showing the prosthetic he had been forced to wear in place of his original. "Someone like me. Arm blow away by a bomb. An injection of this…and within ten minutes, its back."

"If it works." Peter said, a grimace on his face.

"Your confidence is encouraging, Peter." Curt said, checking the microscope. The small amount of the serum had been injected into some cancerous tissue about ten minutes ago. To his great surprise, the tissue had regenerated marvelously, the abnormal growth having been consumed with the repairs, and the tissue was still continuing its growth rate.

"Just cautious, sir."

"Anybody who has been who has been seriously engaged in scientific work of any kind realizes that over the entrance to the gates of the temple of science…"

"Are written the words 'ye must have faith'." Peter finished the quote for him. "Yes, sir, I recall Planck."

"Exactly. A little faith, a little heart, and a little determination, Peter…" Curt said. "Now, let's get this going…" He reached over, pressing a small button on the side of the nearest glass case. Two rabbits were within, each one missing a foot. Choosing the white one on the left, Curt pulled a lever, a low wall rising within the cage to separate the two rabbits. "Turn on the audio log, please, Peter."

Peter clicked on the proper icon on the computer, no doubt hitting record on the display. "Recording in progress, sir." He said.

"This is Doctor Curtis Connors of the Empire State University's Biochemistry Division." Curt said, speaking loud enough to be heard so the recording would catch his narration. "This is Session Twenty-Four of the continued experiments in Cell Regeneration using a hybrid of reptilian DNA on oryctolagus cuniculus. Assisting me is Peter Benjamin Parker. Say 'hello', Peter."

"Hello, Peter." Peter said, jokingly, of course, a bit of a cheeky grin on his face. Curt resisted the urge to mutter "Smart ass."

"Today, we will be injecting test subject 'A one' with the hybrid serum and monitoring its immediate effects." Curt said. He picked up and held the syringe at the ready over the cage. "I am now injecting subject 'A one'." He carefully brought the needle to the rabbit where the head met the rest of its body, injecting the contents into the creature's bloodstream.

"I have injected subject 'A one'." Curt announced for the recording. "Mr. Parker, are the readouts coming in?" The link between the cages and the computer would allow them to monitor body temperature and other vitals with ease.

"Vitals are looking good, sir." Peter told him. Curt smiled a bit. No drop in vitals, like a few of the other test subjects had before. Perhaps this would be their lucky night after all. He picked up a second syringe. "I will now be injecting the subject with a small tracer that will allow us to check the effects of the serum upon it, if any." And just like the syringe before it, the contents were emptied out into the rabbit.

Seven minutes passed in silence before Curt could see the stub of the creature's foot slowly taking shape on its body.

"That's…amazing!" Peter said, the skepticism dropping from his voice as Curt could hear it being replaced with the excitement that had insofar not been with him during this experiment.

"Mr. Parker, please check the cell regeneration rate." He said. The tracer, a small computer that was no bigger than his smallest fingernail, would tell them all that they needed to know. He heard the typing on the laptop as he watched the rabbit, apparently having rediscovered its missing foot, began to rise up to see if it could support itself on all fours once more.

"Cell regeneration is at…two to the third power every ten seconds." Peter said, sounding thoroughly amazed. "And…holding after total reconstruction."

"Better than I hoped for." Curt said with a smile. "Print those readouts, please, Mr. Parker. I think it's time we called it a night."

"This early, sir?" Peter asked.

"I think so, Peter…" Curt said. "I'll go over these test results. But we're done. This is Doctor Curt Connors of the Empire State University's Biochemistry Division, assisted by Mr. Peter Benjamin Parker, signing off. Please, stop the recording, Peter. Call it a night."

"Yes, sir." Peter said, clicking the button that stopped the recording. Curt was watching the rabbit move around its cage and did not notice as Peter rose. "Umm…good night then, Doctor Connors."

"Hmm? Oh, yes. Good night, Peter. Just leave the computer there." Curt said.

"Yes, sir." Peter said, heading for the door. Curt heard the click of the door in the lock as it closed. He moved over to the door, securing the lock behind it. He needed no interruptions.

* * *

"You made it!"

Gwen Stacy's smile could have lit up all of New York for a century, and it was one of the best things that Peter could have been greeted with after having been stuck in Doctor Connors' Lab. Not that he minded Connors that much, he _had_ after all agreed to let an untrained high school student be his assistant in his important experiments in regeneration, and Peter did hold him in high regard, being as he _was_ one of the greatest minds in his field.

But even the call of science didn't compare to Gwen Stacy.

"I told you I would." Peter said as he walked up to where she had been standing on the sidewalk waiting for him, right next to the old movie theatre.

"That you did." Gwen smiled, wrapping her arms around his neck, pulling him into a hug. "I almost didn't think you'd make it."

"Oh, thanks!" Peter said, giving an exasperated sigh, then a grin. "Well, c'mon, or we're gonna miss the movie."

"Alright, c'mon. Got the tickets?" Gwen asked.

"Uh…yeah." Peter said, patting his pockets for a moment before he found them, two slightly wrinkled up tickets. "Here they are."

"Superb! Let's go." Gwen said with a smile, looping her arm through Peter's and guiding them both inside.

**A/N:** Short and sweet, but it establishes the majority of the dramatis personae. So, read and review, tell me what you think. TTFN!


	2. The Doctor Is Out

**A/N: And the plot thickens…or at least starts moving. One or the other…**

**Chapter Two  
**The Doctor is Out

The day after watching an utterly _spectacular_ Hugh Grant movie (at least Gwen thought so, which was good enough for Peter), Peter found himself coming back to his beloved high school for another tedious day of his junior year. 27-34-18, and his lock popped open and he scooped a few of his books into his bag from his locker, closing the door back and just in time to sense a fist fast approaching the back of his head. He waited a split second longer than he would normally have to dodge out of the way, weaving around to face the rather angry, ugly mug belonging to Flash Thompson.

"Looks like you're getting better, Parker." Flash snorted. "Guess I'll have to actually put in some effort." Several of the other students in the place began to either watch or run off, deciding best not to gawk at what was going on. Either way, no one offered to help him out.

"Seriously? Does this never get tiring for you?" Peter asked as he dodged another punch flayed at him. Before he had been at the mercy of most of Flash's worst violent outbursts, several times ever since junior high. Ever since his incident at that science fair, though, he was more than capable of handling his bully, but Peter just never felt the need to stoop to that level. After all, Coach Flannigan was already merciless about anyone who screwed with the school's star quarterback.

"Putting some dents in that smug egghead of yours never gets old." Flash replied, swinging and missing a few more times as Peter attempted his best to look like it was some great effort to dodge out of the way.

"Too bad you're forgetting something." Peter said as he ducked another punch from Flash and rolled out of the way of a kick.

"What's that, brainiac?" Flash snapped as he raised his fist to get at Peter's face, taking advance of the high ground he thought he had.

"Bully eater." Peter said, pointing behind the quarterback, who turned around to have six feet, one inch and one hundred and seventy-five pounds worth of Eddie Brock slam him right into the very lockers that Flash had been trying to be throw Peter into.

"What'd I tell you about messing with Peter, Thompson?" Eddie snapped as he cracked his knuckles, stepping forward menacingly.

"What'd Coach tell you about roughing me up, Brock?" Thompson snorted.

"I don't remember…maybe I can refresh my memory by beating the rocks out of your head." Eddie smirked as he moved forward to take a swing, and Flash took off running down the hall. The senior dropped his fist, chuckling a bit to himself.

And, of course, Peter was on the ground laughing his head off once again.

"Nice timing, as always." Peter said, chuckling as he reached to take Eddie's offered hand to help him up.

"Hey, it looked to me like you had him on the ropes." Eddie teased, helping his oldest friend to his feet once more. He looked over to the crowd that still remained, shooing them off with his other hand. "Show's over, ladies. Get to class." And, with that, the crowd quickly dispersed.

"You're one to talk, Eddie." Peter said, nudging his friend's shoulder. "Don't you have just the two classes left?"

"Yeah, last two credits and I finally get out of here." Eddie said with a nod. "I think a three year senior is long enough."

"It'll be four if Flash goes babbling to Flannigan about what happened." Peter said, but Eddie just laughed at that.

"Oh, he knows better." Eddie laughed. "Besides, shouldn't you be getting to class?"

"Right, right." Peter said, nodding. "Thanks for the assist, though, man."

"Anytime, Pete. Just be careful. I can't always be watching your back." Eddie said, smiling as he gathered up the books from Peter's dropped back, handing it to him and seeing him off to his next class.

* * *

"I guess I should head by Doctor Connors lab." Peter said once he'd gotten out of his last class, walking down the hallway out to the front of the school.

"I thought you two didn't meet on Tuesdays." Gwen said, walking next to him as she cast a quizzical glance over at her boyfriend.

"We don't, but…" Peter said, stopping by the water fountain, brushing his hand across the back of his neck. "I don't know…I just have a weird feeling about last night."

"What do you mean?" Gwen asked, stopping to stoop over and get a drink from the fountain.

"When I spoke to him last, when I was leaving…he seemed…I don't know. Just a little too into the lab results." Peter said. "Know what I mean?"

"I don't think I follow you." Gwen said. "You guys were working on cell regeneration, right? Using reptilian DNA as the catalyst?" Peter grinned a little, nodding. Once again, he was glad that there was _someone_ he knew that he could carry on these conversations with besides Eddie. "Well, he's been working on that ever since his accident. No doubt he'd be excited by any breakthroughs you two might have had."

"I guess." Peter said, his hand dropping from the back of his neck. "I just think I should peek in on him, see if he's alright. I've got a bad feeling."

"You worry too much." Gwen said, leaning up a bit to plant a quick kiss on his lips. "But I'll come along with you. Just hope we'll be home in time for dinner."

"Oh, c'mon. It'll only be a quick trip." Peter said with a laugh, kissing her back, taking her hand as the two of them left the school. "Besides, knowing your Dad, I'll move quick enough to get you home before school lets out."

"Now now, Peter." Gwen teased. "No need to break the laws of space-time on my account."

"Hey, if you had George Stacy breathing down your neck to keep his daughter safe, you'd give Einstein a miss, too." Peter teased right back, heading over to his choice of transportation – a severely beat up old motorcycle.

* * *

When the two of them managed to get over to the Empire State University Campus, and up to Doctor Connors' office, they found the door unlocked and opened, and his lights off.

"That's strange." Peter said, raising a brow.

"What is?" Gwen asked. "Maybe he just stepped out for a bit."

"He always closes his door behind him when he comes and goes from anywhere." Peter told her. "And when he's not in his office, he has the door locked."

"Well, maybe he forgot this time." Gwen said with a shrug. "Everyone has their lapses."

"Not Doctor Connors, believe me." Peter said flatly, examining the door for a moment longer before turning back to her. "C'mon, let's go check the lab."

"I'm sure it's just a coincidence." Gwen said as she moved to follow him. "We'll be laughing about this in a few minutes." In a few minutes, neither of them was laughing, just staring at some yellow police tape that had been strung crisscrossing the door.

"Peter…Gwen…what are you two doing here?" The tall, muscled figure of Captain George Stacy stepped over the police trap, approaching the two teenagers.

"We came by to check on Doctor Connors." Peter said. "Well, I mean…_I _did. Gwen offered to come along."

"Hi, Daddy." Gwen said sweetly, waving at her father.

"Hey, sweetheart." George said to his daughter before turning back to Peter. "What do you know about him?"

"Uh…about forty-five, head of biochemistry division here at ESU, major obsessive compulsive disorder…" Peter said as he began rattling off things he knew about the doctor. "Pretty fair salsa dancer…"

"I mean about his current whereabouts." George said, cutting Peter off as Gwen giggled a bit and rolled her eyes.

"No idea, sir." Peter said, honestly. "Why? What's happened to him?"

"That's police business, son." George replied. "But we believe he was either abducted or he's had a psychological episode. Either way, we need to know anywhere that he might go."

Gwen stopped giggling. Peter just stared for a moment.

"Sorry, sir." Peter said solemnly. "I don't really know that much about Doctor Connors outside of work."

"That's alright, son, I didn't think you would." George said, shaking his head a bit as he sighed. "I swear, this city just gets weirder every day."

"I don't know, after all that mess a few months back, you'd think even the Big Apple would have had its fill of the weird." Peter commented.

"Don't you two have homes to be getting back to?" George asked, raising a brow as he looked between the two of them, more pointedly at Gwen than at Peter.

"Right, sorry." Gwen said, looping her arm through Peter's to pull him away. "I'll see you at home, Dad."

"Alright. Love you, baby girl." George said, giving his daughter a smile as he watched the two of them walk off. Peter didn't have to get the verbal warning to know to get Gwen home safely, George communicated it with a look and Peter nodded, message received. With that, the two of them headed out from the campus.

"I wonder what happened." Peter said as they headed back out to his bike.

"I don't know." Gwen said, biting her lip a bit as she walked along with him to their transportation. "I hope he's okay."

"Me too." Peter said, nodding as he mounted his bike, waiting for Gwen to join him. With her sitting behind him, arms secured around his waist, Peter drove them off.

Maybe Peter Parker couldn't find out the answers to what was going on, but Spider-Man was sure going to try!

* * *

And sure enough, a few hours later (after dropping Gwen off at her home and saying goodbye to her before having a rather uneventful dinner with Aunt May) he found himself back at ESU, decked out in the red and blue outfit he was becoming so known for by the criminal element of New York. The dip of his last swing brought him over to the wall of the science lab and he crawled his way down the side of the building, being sure to avoid any lit windows, as he crawled towards Connors' lab.

'_Looks like nobody's home_,' He thought as gazed through the giant, gaping crack that had been left in the window, apparently from something very large being forced through it.

His Spider-Sense not picking up anyone, Peter slipped inside with a quick webline to the opposing wall, moving in without disturbing anything on the floor.

'_Good…grief…_' Peter stared at the place. Abduction? The place honestly looked more like the sight of an animal attack. The desks were overturned and he could make out the outlines of several dead test animals strewn about the room. And, of course, died blood splatters everywhere. '_Okay…seeing where they might have thought he had a psychotic break…'_ Peter thought as he dropped the floor, making sure not to disturb anything as he walked around the room.

'_Doc…what were you doing?_' Peter wondered as he kneeled down to examine the blood splatter. Definitely animal blood, from the outlines it was likely the very rabbits that their experiments had been upon. '_Guess their feet really _are_ unlucky for them…_' He thought as tried to think things over in his mind, his eyes scanning across the room for anything out of the ordinary.

Out of the ordinary, in a room that looked like a crazed, bloodthirsty cyclone had hit it. As he reevaluated his mental state, his eye caught a glint of a gray green on the floor. '_That's…odd.'_ He thought, kneeled down to examine what he now saw clearly were…scales. He picked one up, his gloved hand assuring no fingerprints would remain, maneuvering his hand so he could examine the object from every angle. '_Doc had no actual lizards, did he?_' He thought, trying to remember. If he had, then they were likely to be nothing more than outlines on the floor anymore.

He opened one of the pouches on his belt, one of the empty ones he had, and pulled out the small, plastic tube, unscrewing the cap and gently sliding the scale into it, replacing the cap and setting it into the pouch. '_Stealing evidence…terrific…_' He thought as he closed the pouch and rose to his feet once more. '_Still…it might be a clue as to what happened to Doctor Connors._' He rationalized it to himself. A moment later, though, his moral conundrum was the least of his worries as his Spider Sense went off and he turned back to the gaping hole in the window.

Had it been just his imagination, or had he just seen something dart past? Peter moved cautiously, webbing his way back out of the room the way he'd come in. The buzzing in his head going off again as he dodged to the side, his eye just catching the swing of a large, scaly appendage was swung at him. '_Eww!_' Peter grimaced as he dodged, seeing a bulky figure the appendage, now a tail from what he saw (at least, he really _hoped_ it was a tail), duck into the shadows.

"Not so fast, scaly." Peter intoned as he shot a line at the creature's shoulder, hoping to subdue it. What he received was a large claw slashing his line free as the creature turned on him. Rows of razor sharp teeth lined its maw that was now open in the roar. A wave of nausea hit Peter when he smelled the unmistakable scent of dead flesh coming from its gullet. "Okay…someone's getting breath mints in his cage." Peter commented as he dodged out of the wave as the creature leaped at him, its broad arms spread wide as it attempted to grab a hold of him. Peter stuck himself to the nearby wall as he looked down at this…lizard thing…that was attacking him now.

"C'mon, gruesome!" Peter snapped at it, something that was vaguely like a plan forming in his head. "Got a fresh spider for you right here…come and get it! Sooie!" His snarking was cut off when the Lizard whipped its tail at him once again, and he was forced to dodge. But, seeing as the beast was now climbing up the side of the building to get at him, Peter began to enact his brilliant plan to lure it away. He leaped back onto the roof, and the Lizard crawled up quickly to follow, forcing Peter back further as it continued its approach.

'_Okay, I hope nobody's decided to take the subway this time of night…_' He thought as he leaped back off the roof and saw the predator was much quicker to follow him now, forcing him to keep up his pace to avoid being Lizard food. '_Just need to play bait…just for a little bit longer…_' He thought. Alright, so he got this…_thing_…underground? Into the subway tunnels? What then? '_Cross that bridge when you come to it, Parker…just stay focused._' He reminded himself as he weaved out of the way of another broad slash. '_And try not to die…_'

He leaped back onto the street, forcing an approaching minivan to skid to a stop in the middle of the road.

"Hey, jackass! Take the Halloween party somewhere else!" The voice of a woman yelled at him, the driver of said stopped mini-van, Peter had no doubt.

"Little busy here!" Peter shouted as the seven foot behemoth of a reptile leaped into plain view, its claws slashing into the asphalt where Peter had just been crouched and actually tearing at the solid surface. After that, Peter heard no more complaints from the driver of the stopped vehicle. Traffic on both sides was quickly being brought to a halt as Peter kept trying to keep the Lizard's attention on him, bringing it further into his sort of trap he'd made with his sort of plan.

It seemed he didn't need to worry too much, the Lizard cared little for the other people.

'_Okay, staying focused on me…hooray!'_ Peter thought. '_…I can't believe I just thought that._' He dodged another slash of the tail, then two shots from the claws, but only just. It seemed his predator was gaining speed to match him; even his Spider Sense was only alerting him so quickly. It was a "buzzing", a sort of danger sense that was now going haywire as the creature pursuing him snarled in rage and continued its merciless assaults.

"C'mon, ugly! Come get me!" Peter barked as he flipped over the railing and down the stairs of the subway, shooting another webline right at the beast's protruding snout. With its claw, it sliced another fine webline before it even struck him and leaped after Peter, once more carving with its claws into the concrete and sending large chunks of it flying around with a dismissive, angry toss. Peter quickly flipped down the steps, a webline capturing one of those chunks of rocks and flinging it right back at the Lizard, smacking it on the snout as he tried his best to keep himself the center of its focus, leading it further down beneath New York.

Several smatterings of concrete and a few torn asunder turnstiles later, Peter was crouched against the ceiling as the creature continued to pursue him, climbing up the wall at an alarming rate to pursue him.

'_Good grief, this guy's fast.'_ Peter thought as the realization hit him that this thing was at least as fast as he was. '_Oh, this is a few buckets of not good…_' Even with his enhanced speed, Peter knew it was going to get progressively more difficult to outmaneuver this thing. He'd have to bring an end to the confrontation quickly. A subway train pulling up their way seemed to provide the answer, seeing as it stopped at the station to pick up passengers that weren't there and to drop off the few passengers that was still onboard. Most in the second category began to run in panic just as soon as they left their train to catch the sight of a man in red and blue spandex darting around wildly to avoid and, simultaneously, keep the attention of the seven foot tall behemoth of a reptile following him.

"Everybody off the train, please! Surprise inspection!" Peter called out as he leaped back into the train and the crowd rushed out, attempting to run away from the madness. It was then that the Lizard showed his first interest in anything that wasn't covered in red and blue, turning at the running crowd and looking as though he were about to charge. "Oh, no you don't!" Peter said, quickly shooting two web lines, each to a shoulder of the beast, pulling it back towards the train.

This time, the claws were not quick enough to slice through the makeshift pulleys before Peter yanked back with all his strength, pulling the creature into the subway car. The doors snapped shut as the Lizard turned on him, giving an angered roar at the loss of its meal. Peter realized he had likely made a bit of an error. This space was limited, almost too much so. His Spider Sense going haywire as the Lizard's assault was without mercy. Slash after slash of its claws, a whip or two of its tail, and even a few attempts to tear at his body with its teeth as Peter continued to leap around the place like a hot footed rabbit.

'_Not gonna tire him out…need to think of something else…_' He thought as he dodged his instinct made him dodge a swipe of the claws, only to get the other in a hard, long slash down his torso, tearing through his costume. He resisted the urge to howl out in pain as he finally got a kick in at the thing, slamming into its torso and sending it back some of the seats that promptly collapsed under the weight of the thing.

Peter winced from the gashes in his back as his mind raced, using the brief pause as the Lizard struggled against its own weight to get back to its feet. '_What do I do? What do I do?_' He thought feverishly as his brain struggled for an answer. His eyes darted about, eventually catching one of the emergency brake handles that lined the car every few feet. '_Might buy me a little more time…' _He thought as he saw his reptilian foe was back on its feet. Gathering his strength, he dove for the handle, catching it half a moment before the beast's jaws would have closed down around his hand.

The sudden breaking of the train was sudden and rather unpleasant, metal scraping hard against metal as the brakes were deployed. The entire car was jerked back with the force, sending the Lizard flying back against the far wall of the train and Peter holding on to the handle for dear life. As the creature made impact against the rear door, it took most of the door with it, landing on the connecting platform between the cars where it seemed to, at last, stop, and was still.

'_Good grief…_' Peter panted as he finally let go of the handle, dropping to his knees for a moment. That hadn't been like fighting any common criminal. He had never actually been _winded_ after a fight, maybe some fatigue, but he'd never actually felt tired. And, of course, there was the searing pain in his back that reminded him of the gashes that now decorated his torso and had torn through the material of his outfit. To his great fortunate, the wound wasn't too deep, one he could stitch up when he got home. '_Now I just have to figure out what to do with tall, green, and scaly over…_' He thought, gazing up to the broken remains of the subway car door and finding…nothing lying in the gap left.

"Oh, geez!" Peter groaned as he quickly headed out of the car and into the subway. The tunnel seemed to go on forever, but the station was long behind them and, from the look of it, another one wasn't coming up for a while. "Where are you…?" He questioned, looking around carefully through the poorly lit tunnel. A light was flickering above his head. If this place were any more clichéd, Stephen King was going to sue someone. "…where are…?" He muttered again, and then he heard that characteristic buzzing of his Spider Sense, and whipped his head around to see the swish of the Lizard's tail as it ran past.

Peter bolted after it, running along the side of the stopped train to follow the Lizard, but once more only saw the tip of its tail as it now ducked into a nearby grate. Peter saw the lettering over the grate "Maintenance and Sewer Access". His adrenaline fading once again, Peter became aware of his wounds once more, knowing that they needed to be tended to. '_I can try to pick up the trail in the morning…_' He thought, though he knew that it was likely a wasted effort, considering the lengthy and spacious sewers of the Big Apple were like a maze. '_That thing might be the only way I can find Doctor Connors…_' He thought, then he remembered the scale in his pouch. That, too, was a lead that needed to be followed.

'_Alright…back home…then let's get this scale checked out._' He thought as he raised his hand, firing off a webline and hitting the roof, crawling back down the roof of the tunnel to the station.

* * *

**A/N: Wonder if Peter is going to put two and two together? So am I. Anyway, tell me what you think. See that button down at the bottom of the screen? Yep, that one! Hit it and type your words. Next part should be coming up soon. TTFN!**


	3. The Lizard Is In

**A/N: Alright, lots of stuff in this chapter and even an early-bird cameo by someone who will be in later stories, if I get around to writing them. Anyway, enjoy…**

* * *

**Chapter Three**  
The Lizard Is In

"_Spider-Man Revealed! Destroys New York Subway with Reptilian Accomplice!_" Gwen read the morning's headline with a sarcastically overdramatic voice.

"What?" Peter blinked as put his backpack down on one of the stone tables outside the cafeteria. It was early morning, before classes, and he had arrived just in time to see Eddie looking half awake and Gwen with her nose buried in that morning's copy of _The Daily Bugle_.

"Spider-Man apparently tore up a subway last night, along with some kind of…man…lizard…thing." Gwen said, folding the paper and setting it on the table.

"Oh, c'mon! That's not what happened!" Peter blurted out, perhaps a little too quickly. A moment later, both Gwen and Eddie – the latter of whom coming out of his half-comatose state – were giving him looks that just spoke volumes to their bewilderment, and Peter quickly added, "I mean…c'mon. Spider-Man's a hero…"

"Parker's right!" To the surprise of all, Flash spoke up from another table, making all their heads turn his way. "Spider-Man was saving those people from that giant Lizard!"

"Wow, Flash…I never thought you were a fan of his." Peter said.

"Why shouldn't I be, Parker? Spidey's the man!" Flash snapped at him. "I mean, not like an egghead like you can appreciate everything the Webslinger goes through." Peter wanted to laugh. He almost did, but he knew that would never do.

"You're right, Flash." Peter said, stifling both a laugh and a sly smile. "I have no idea."

"Damn right you don't, Parker!" Flash laughed, turning back to the rest of the group gathered at his table, most of the cheerleading squad and some of the football players.

"Much as I hate to risk inflating the Neanderthal's ego, Flash is right." Eddie piped up. "Spider-Man was trying to keep that Lizard guy away from the people in the subway. He even pulled him into the subway car."

"How do _you_ know that?" It was now Peter's turn to join Gwen in giving Eddie a bewildered look as Gwen asked the question.

"Look at the caption on the photo." Eddie said, gesturing with his hand to the paper that Gwen had left on the table. Peter gazed over Gwen's shoulder and read, in bold print beneath a picture of him pulling the Lizard into the subway "PHOTO BY EDWARD BROCK".

"No way!" Peter's smile broke out into a grin as he looked to Eddie. "You got the job!"

"No. No." Eddie said, shaking his head, laughing. "Just freelance, but Mister Jameson said if I kept bringing in shots like this that I'd keep collecting checks. So it works for me."

"…so you got the job, then?" Gwen asked, raising a brow. She, too, was grinning.

"Yeah, Mister Robertson told me not to tell him that." Eddie said with a laugh. When both Peter and Gwen once more stared at him in confusion, he added, "The Assistant Editor at the _Bugle_." Both his friends nodded in understanding.

"Well, that's great, man." Peter said. "Congrats."

"Thanks." Eddie said with a smile. "I just hope I can get some good shots of Spider-Man. Last night, I got lucky since I was using the subway to get home. But the guy isn't known for being that prolific."

'_Well, you never know, Eddie…_' Peter thought, once more having to hide a broad, knowing smile.

* * *

He returned to Doctor Connors' office at the Empire State campus, but the police tape was still over the door at the lab and, when he inquired about the Doctor's whereabouts, he learned that no leads had been discovered as to where he might have gone. So, with access to the main lab still blocked, Peter ducked into one of the other, smaller labs. From his pocket, he produced the sealed tube that held the lizard scale.

"Okay, let's see what makes you tick…" Peter muttered as he donned a pair of protective gloves and unscrewed the cap, removing the scale with a pair of tweezers and placing it on a small slide, covering it with another before sliding it into the tray of the nearest microscope. He blinked a little, gazing at magnified tissue. '_It's…there's no way…'_ He thought as he stared. He was looking at some skin cells, but they didn't resemble any kind of lizard's that he had ever seen before. It looked…human.

'_Oh, Doctor Connors…what have you done?'_ He thought as he felt a sickening feeling settling in his gut as he further examined his subject. They were definitely human, but severely mutated. From the look of it, the DNA was being rewritten or, in this case _had_ been rewritten. But it seemed to be more than that; the cells resembled the DNA of a lizard…more specifically the thrilled lizard, the main subject of Doctor Connors' experiments.

'_He wouldn't have done it…he _couldn't_ have done it…_' Peter thought, feeling that nausea in his gut grow even stronger, leaning back in the chair, his hands against his head. His mind swam. "Oh, Doc…no…no…" He muttered, catching his breath as he ran his hands down his face. Doctor Connors couldn't have done that, could he have? Gone right into human testing without a care? Using _himself_ as a test subject? It wasn't possible. It just…it wasn't possible. '_I knew he would have given anything to regenerate his arm…but…but I never thought…_' His mind went to horrifying places before a vibration in his pocket distracted him.

He quickly pulled out his phone and saw Gwen's caller ID pop up. Of course, he answered it.

"Hello?" Peter spoke.

"_Hey, Pete,_" Gwen's voice came crispy through the speaker of his phone. "_You took off after school before I even got to walk you to your bike. I felt abandoned."_

"Sorry, Gwen," Peter said, wincing a little as he held the phone up to his ear, feeling rather bad about leaving as quickly as he had, "I had to run by Doctor Connors' lab."

"_Have they said anything about where he might be? What happened to him?_" Gwen asked.

"No." Peter said. "But I managed to get a good look at the lab through all the police tape. "It looks like some kind of wild animal got loose in there."

"_Think it might have been that Lizard thing? The one from the paper this morning?_" Gwen asked.

"I don't know, maybe." Peter said, having a feeling that the Lizard was very much involved in the destruction of the lab. "I kind of have a crazy idea…I mean, just an idea, but…well, I don't know."

"_An idea about what, Peter?"_ Gwen asked.

"What if…?" Peter started to bring out his theory, trying to word it in a way that didn't sound completely insane. "What if that…Lizard thing…is Doctor Connors?" There was a long moment of silence before he could hear Gwen burst out laughing on the other end of the line.

"_What?_ _Oh, come _on,_ Peter, that's just ridiculous!_" Gwen laughed. "_We don't live in a comic book!_"

"Oh, like weirder things haven't happened before!" Peter insisted. "That town in New Mexico getting leveled last year…Harlem getting torn apart a few years back…a billionaire building a suit of battle armor…and even the city got invaded last year! And _this_ is what you'd call ridiculous."

"_Well, from what you've said of Doctor Connors, I don't think he would have just gone on with human testing until he'd been approved._" Gwen retorted.

"Maybe. Maybe not, I don't know," Peter said, "but I'm beginning to wonder about it. I mean, he disappears off the face of the Earth, and then this Lizard thing shows up the same night? That's a pretty tough coincidence."

"…_I don't know. Seems like a bit of a stretch to me._" Gwen said. "_But anyway, none of this is what I called you for._"

"Oh?" Peter asked, suddenly curious.

"_Well, uh…I kind of have a…party that I have to go to tomorrow night and, I was wondering if you wouldn't mind coming along as my plus one._" Gwen said.

"You know you've got me anytime, Gwendy." Peter said with a smile, and he could hear Gwen giggling on the other end.

"_It's nothing major, just a thing from the Science Society. Fundraiser for the new eugenics lab._" Gwen told him.

"Well, I've got a decent suit I can wear." Peter told her. "When's it at?"

"_Tomorrow, at eight_." Gwen said. "_And a suit will work just fine, it's not exactly a formal event._" She said. "_I mean, if you don't want to go, its fine, but…_"

"No, Gwen, I really do want to go." Peter said, nodding to her. "Pick you up at seven fifteen, then?"

"_Sounds fantastic, Pete_." Gwen said. "_Bye. Love you._"

"Bye, Gwendy. Love you, too." Peter said, hearing the distinctive smack of Gwen's lips as she blew him a kiss through the phone before she hung up. He smiled, sitting back in his seat as he just enjoyed it. Was there _any_ bad mood that Gwen couldn't pull him out of? He certainly didn't want to find out, but then that pain in his gut resumed and he winced again.

Tomorrow being booked as it was, if he were to go looking for the Lizard again, it would have to be tonight…

* * *

"Peter?"

"Yes, Aunt May?" Peter asked as he leaned back, closing the small dresser draw where he kept his outfit under some clothing that he rarely ever wore, turning his head to meet the face of his Aunt May.

"When did you come in last night? I didn't hear you." May asked as she walked into the room. Peter avoided the urge to wince a bit. He hadn't exactly come in last night, he'd been out most of last night trying to pick up the trail of the Lizard and finding…well, nothing.

"Sorry, I got back late." Peter said. "Been hitting the books pretty hard, you know…finals coming up and all."

"Oh, Peter, come on now…you shouldn't be spending all night at the library." May said, clear concern for her nephew in her face.

"I'm not!" Peter insisted with a laugh. "I mean…after finals are done, I won't be, don't worry." He moved back over to his desk, straightening out some of the books he had left there. '_When exactly_ was_ the last time I opened one of these?'_ He wondered vaguely.

"Well, you do need your sleep, Peter." May said. "Knowing your books by heart won't do you any good in your tests if you're not awake for them."

"Believe me, Aunt May, I know." Peter nodded.

"Oh, I know, I know…" May said. "You're growing up to be fine young man." She sat down on his bed, looking over to where Peter stood against his desk. "Your parents would have been very proud of you." Peter was a bit surprised. His parents rarely, if ever, got mentioned by his Aunt May. Uncle Ben had told him a little about his father, but not much beyond that. But Peter had never really thought too much about them, seeing how Uncle Ben and Aunt May were effectively his mother and father.

"They would have been?" Peter asked, arms crossed over his chest.

"Oh, absolutely, especially Richard," May said, "knowing you were on the path to becoming a scientist. He would be so proud of you following in his footsteps."

"Uncle Ben told me a little bit about him," Peter said, then added with a bit of a cheeky grin, "said he was off doing big government work like a super spy."

"Oh, that was just Ben pulling your leg, Peter." May laughed a little, waving her hand dismissively at the notion. "But your father did some work all over the place. Oscorp, Stark Industries, a few other places." She said. "But like I said, he would have been quite proud of you."

"What about mom?" Peter asked, quietly. He knew his mother's name, Mary, but nothing much else about her.

"Oh, she would have been proud of you, too." May said, nodding in affirmation. "I didn't know her as well as I knew Richard, but Mary was a very sweet, kind woman. She loved you dearly when you came into our lives." With that, May seemed to become distant, smiling at some memory from long ago.

"…what did she do?" Peter asked after a long moment of thought. "I mean…what did Mom do? If Dad was a scientist…"

"Y'know…I don't remember." May said, frowning a bit. "Whatever it was, she had quit her job by the time you were born." His Aunt just shrugged, and Peter supposed it was good enough for him. "But not your career path, I mean."

"Huh?" Peter blinked for a moment, staring at his aunt.

"They would have been proud of what you've grown up to be, Peter." May said. "You're a good man."

"What?" Peter laughed a little bit.

"I mean it. You've grown up to be a kind, caring young man. You think of others before yourself and you are always willing to do whatever it takes to help someone you care for." May said. "You have made me proud, and your Uncle Ben proud and I know that Richard and Mary would have been very proud of you." Peter thought about this for a long moment before he turned back to her.

"Thank you." Peter said, smiling to her.

"It's just the truth, sweetie." May said, getting up as she walked over and hugged the closest thing she'd ever had to a son. Peter smiled, his arms around his aunt for a moment before she pulled away. "Now go on, get on with your studies…it's nearly seven thirty now…"

"What?" Peter exclaimed, suddenly becoming aware of the time. "Oh, crap! I've got that function to go to with Gwen for the science society! I was supposed to pick her up fifteen minutes ago!"

"Oh, goodness!" May exclaimed. "Well, quick! Go change into your suit, brush your teeth, and comb your hair! Now now now!" She said, pushing her nephew into action.

* * *

"I am _so_ sorry, Gwen!"

Seven forty-five brought him up to the Stacy's apartment building, Gwen was waiting outside with a rather irate look on her face.

"Save it, Peter!" Gwen said, irritated as she quickly got into the taxi. "I just hope we aren't late."

"Oh, I'm sure we won't be." Peter said, though it was a bit of wishful thinking on his part. New York traffic wasn't known for being all that forgiving. Though, much to his (and, probably, Gwen's) great surprise, their driver managed to get them to Oscorp Towers without taking too long. From the Stacy's apartment, it had only taken about ten minutes.

"Five minutes, alright…c'mon." Gwen said. "Put on a smile."

"Me, smile?" Peter joked, but seeing that Gwen was retracting her hand to give him a smack on the arm, he added, "Alright, I'll manage."

"Good." Gwen said, giving him a look. "Please, Peter, this is really important to me."

"I know, Gwen." Peter said, nodding, smiling to her. "And I am totally and completely here for you." He moved to open the door of the taxi.

"Hey."

Peter turned back to have Gwen's lips meet his in a soft kiss. After an all too brief eternity, Gwen pulled back, smiling. "You're a real great guy, Peter. You just need to work on your punctuality."

"Noted," Peter said, catching his breath and smiling as he opened the door, stepping out before helping Gwen out of the taxi as well, slipping the fare to the cabbie that – as soon as they were out and the passenger door was closed – drove off. Almost immediately upon setting foot on the sidewalk, the two were directed by both two men in suits to head for the front door.

'_Right, because the sign read 'Science Society Dinner and Fundraiser' with the arrow pointing toward the two giant front doors wasn't enough…_' Peter thought sarcastically as he walked hand in hand with Gwen to the doors of one of the smaller buildings around the group.

"Mister Osborn's been very kind to help out the Science Society." Gwen told him. "This fundraiser will help us get funding for the new eugenics lab at ESU."

"Not for the high school?" Peter asked. It didn't make much since to him about a fundraiser through Oscorp going through Midtown High and then to ESU.

"Sort of," Gwen said, "but it'll be a program for us. The top students will actually get to go see it in use, might get a shot at using it for research. It's more for the Science Society at large."

"Looking into the fields of genetic manipulation are we, Miss Stacy?" Peter asked, giving his girlfriend a smile.

"Oh, why wouldn't I?" Gwen asked, beaming. "You've seen it so often in fiction, but now we're closer than we've ever been before on being able to manipulate the genetic code. Think of all the good that could be done with that, Pete!"

"Yeah…all the good," Peter nodded. Of course, he couldn't help but think of that Lizard thing that Doctor Connors had become. That was, if it was indeed Doctor Connors. Sure, the scales hadn't given exact proof, but seeing how it was almost a mesh of human and lizard DNA, the evidence was piling up for that being the case. Or even things like him, an accident from that radioactive spider bite that gave him his powers. If those things had been accidents, Peter shuddered to think of what people could do on _purpose_ with genetic manipulation. "I just hope it'll be put in the hands of people who aren't going to abuse that power."

"Hey, you trust me, don't you?" Gwen teased, giving her boyfriend's hand a firm squeeze. Peter laughed a little bit.

"You know I do." Peter said, smiling as he walked up to open the door for her to enter the building, but one of the men in suits had already taken care of that, and so Peter allowed Gwen to enter first and followed behind her, still holding hands with her. They were led into a luxurious looking ballroom where several tables had been set up. Peter never really saw this sort of set up except in the movies, something so fancy.

And there were several people around, mostly businessmen who were no doubt either Mr. Osborn's associates or employees (though Peter did recognize a few faces from his school and the teacher head of the Science Society, Dr. Falkner, in those gathered), and they all seemed far better dressed than he did at the moment. He felt another squeeze from Gwen's hand and Peter looked up to see her looking at him expectantly to lead them in.

'_Well, I'm glad one of us doesn't think I'm underdressed._' Peter thought with a smile as he led their way into the room.

"We're at table four." Gwen whispered as Peter could see that the tables were marked. He moved them over, and the most astounding sight came across his face.

Norman Osborn himself, sitting at their table.

"Ah! Miss Stacy!" Norman said, rising to greet the two of them as they approached. "And this strapping young lad must be your plus one!"

"Yes, sir, Mister Osborn," Gwen said sweetly, "the starstruck man on my arm tonight is Peter Parker, my boyfriend." Peter could not deny that statement, he was more than a little starstruck. He had, of course, seen Mr. Osborn in just about everything from video clips to ads in magazines for Oscorp and Oscorp products of all kinds.

But the man was a scientist and, like Doctor Connors, was one of Peter's idols.

"Hello, Mr. Osborn." Peter said, accepting the man's hand when he offered it for a shake. "It's…it's an honor to meet you, sir."

"Please, call me Norman." Norman said with a smile, shaking the awestruck younger man's hand. "I insist on keeping things casual. People are more willing to work together in a friendlier environment, I always say. Please…sit down." Peter moved over to pull Gwen's chair out for her, and she leaned over to give him a small peck on the cheek as a thank you before she sat down. Then, Peter took his own chair, looking at the others seated around them.

Doctor Julian Falkner was there, wearing a look of absolute disgust as he looked at Peter. '_Still sore about me correcting your theorem, Doc?'_ He thought as he had the ghost of a smirk playing on his lips, which only seemed to enrage Falkner more. Gwen had said that Peter shouldn't have seemed so cocky, and she was probably right, but their teacher had been _so_ full of himself. And seriously, for a man who had been teaching high school science for almost a quarter of a century, how could you _possibly_ get something as simple as the Mendelian inheritance completely wrong?

Nevertheless, Falkner's idiocy had seen that Peter wasn't joining the Science Society, though he imagined that his former teacher was not happy that he was here even as a plus one.

The rest of the table was pretty suspect. A few of Mr. Osborn's associates scattered in with the top minds of the Science Society, all students with no less than 4.0 GPAs that Peter knew he could be running loops around. Then, there was one boy sitting right next to Osborn. In fact, this boy looked almost like Norman had he been a younger man, around Peter and Gwen's age.

"Oh, and this is my son, Harry." Norman announced to the rest as he sat down. "Say hello, Harry."

"Hello, Harry." The boy replied, though it was most certainly in a sarcastic manner. His brow seemed to be permanently in a furrow, his lips almost twisted into a pout. Peter was no mind reader, but Harry was making it abundantly clear to anyone who could see him that he had no desire to be here. That look, however, seemed to fade when Norman cleared his throat and wore one of those looks that Peter equated to one of Aunt May's famous "We'll talk about this later" looks, and Harry seemed to immediately straighten up.

"Good boy, Harry." Norman said, before returning his attention to the others. The other tables were all seated, and all attention was on him. "Pardon me…we have a little demonstration planned before dinner." He said as he once more rose, pushing his chair in behind him. Peter could see a small microphone had been hooked up to his collar. "Greetings, friends! Esteemed colleagues! And members of the Midtown High division of the New York Science Society!" Norman announced as he stood before them all, his voice amplified. "It is my great honor and privilege to unveil, here tonight, the next level in research of genetic manipulation."

Peter had to give Osborn credit; he knew how to captivate an audience. He had barely spoken more than two sentences and the room was as still as the grave as everyone at their tables watched and listened with anticipation for what Norman would say next.

"Behold! A little gem our boys in the lab have dubbed '_Prometheus'_." Norman said as part of the floor next to where he stood was moved aside, revealing a syringe of a pale, green liquid that looked just a little too familiar to Peter on a small pedestal. The man picked up the syringe, holding up for all to see. "In this syringe contains a serum that has been developed and tested with the sole purpose of…"

"Cell regeneration?" Peter blurted out, making all eyes in the room turn on him. Gwen gave him a look somewhere between outright disbelief and anger. And he wasn't getting much better looks from the others around the room. All except, strangely enough, from the man he'd interrupted.

"Why…yes, Mr. Parker." Norman said, giving the young man a smile. "How did you know?" Peter knew he was caught, there. He had to come up with something to tell the gathered group there. If he blurted his knowledge of Doctor Connors' research and his involvement in it – and the budding theory in his mind that Mr. Osborn had gotten his hands on Doctor Connors' formula – then it might cause more trouble than it's worth.

"Prometheus. In Greek mythology, he was chained to a rock by Zeus and was made to have a vulture tear his liver out, only to have it grow back and have the process repeat itself the next day." Peter said. This seemed to work for Norman, whose warm smile did not abate.

"Gold star, Mr. Parker. Now, please, may I continue?" Norman asked, giving a wry chuckle.

"Um…of course, sir. Sorry, sir…" Peter said rather meekly, shifting a bit in his seat and then feeling Gwen get in a well-placed kick at his knee. His Spider-Sense picked it up, but he chose not to dodge, taking the hit and acting as if it hurt more than it did. If eyes could talk, he'd be getting a long dialogue about something right now. But soon Gwen's attention was brought back to the front of the room, and Norman's demonstration, and so was Peter.

"Alright, now…" Norman said as another small pedestal rose from the ground, with a small cage on it containing a single, white rabbit. "Here we have our little friend Mel here. Say hello, Mel." He said in a joking manner, which got a laugh from a few of the people in the room. "Well, our friend Mel here has a little bit of a problem. He's lost a foot." The cage was opened so that all could see the little creature was indeed missing a foot. "Thankfully, with _Prometheus_, we can help him with that problem." He inserted the syringe into the limb where the rabbit had lost his foot and pushed down on the lever, inserting the fluid.

And just as the test subject in Doctor Connors' laboratory had, the rabbit's foot began to slowly regrow at a surprising rate and, soon, the creature was hopping around happily in its cage for all of them to see.

"As you can see, _Prometheus_ would be a boon to medical science. But further testing is required upon it to perfect the formula." Norman said. "And with your contributions, the Science Society of New York City will be able to bring Empire State University a proper facility in which to perform further testing and, perhaps, ready it for human tests and for general distribution. Thank you all for your time." Applause followed as the rabbit's cage rescinded into the floor, as did the pedestal where the syringe of the newly dubbed _Prometheus_ had rested. Throughout the rest of the evening, Peter avoided further outbursts, only really speaking when spoken to. In his mind, he knew that Spider-Man would be coming out again tonight.

* * *

Norman Osborn wasn't expecting a lot of things when he turned in for the evening after dinner.

He wasn't expecting to find one of his living room windows, around thirty stories above the streets of New York, wide open with the curtains billowing in the breeze.

Another one of them, was not a man in red and blue spandex hanging upside down from the ceiling in his apartment.

"So…" Norman said in a rather blasé tone once he had gotten over the initial shock one has from finding Spider-Man in one's living room ceiling.

"Yeah…I get that a lot." Spider-Man said, defying gravity as his feet remained firmly affixed to the ceiling.

"Perhaps you'd be kind enough to tell me why I shouldn't call the police?" Norman asked.

"Probably because you're wondering how I got around your security system without being detected?" Spider-Man asked.

"Fair enough," Norman said, "how did you pull it off?"

"I'm clever." Spider-Man replied in an almost cheeky manner.

"Well, perhaps then, Mr. Spider-Man," Norman said, "you ought to get yourself down from the ceiling and tell me what you came here for."

"Fair enough," Spider-Man replied as he dropped down to the carpeted floor. "I'm here to ask you about _Prometheus_…"

"A figure from Greek mythology, stole fire from the Gods and…"

"Yes, I heard the boy's interpretation. It was riveting, to say the least." Spider-Man replied in a bored tone. "But I meant more your magic limb regeneration serum."

"Oh, that," Norman said, still rather calm and collected, "What do you want to know about it?"

"Where did you get it?"

Dead silence followed that, after a long moment, was followed by the vigilante in the room repeating his question. Norman wondered what this masked lunatic _knew_.

"My scientists developed it…"

"Just because Curt Connors was working off of some of _your_ funding doesn't make him your scientist, Osborn." Spider-Man cut him off. "And if you give me a pile of nonsense to have to sort through, it'll be a waste of time on saving a man's life…"

"What do you mean?" Norman asked, raising a brow at the man across from him. What was he implying by that? Whose life was at risk here?

"I have strong reason to believe that Curt Connors is still alive." Spider-Man said. "I also have reason to believe that he used that serum on himself. I don't know how you got your hands on it, but you're the only other lead I have, so I need your help."

"You're implying that Doctor Connors' injected himself with an untested regenerative formula?" Norman asked with no small amount of skepticism in his voice. "I highly doubt he would have done such a thing, Spider-Man."

"Don't believe me?" Spider-Man asked, reaching down to the belt around his waist and opening one of the pouches. Norman prepared himself for a bomb or some kind of other device, but he soon found the Webslinger held up only a small vial that, from the look of it, contained a single, green scale in it. "Don't keep up with the papers, do you?"

"Not so much, no." Norman replied curtly. "What is that?"

"_This_ is a scale from a seven foot tall lizard that I recently had the pleasure of having to deal with in one of our fine city's subways." Spider-Man said, tossing the vial to Norman, who caught it. "I've done some tests on it. It's a human skin cell, Osborn. Severely mutated, but it's definitely human."

"Well, not any more, clearly, if it came off of that behemoth." Norman said, examining the tube and its contents. "What do you want me to do with it?"

"Nothing," Spider-Man replied, and Norman watched in amazed as the Webslinger moved as quick a lightning in shooting a web from his right hand to take hold of the vial and pulling it back to him, whereupon he returned it to the pouch he had pulled it out of. "But I would like it if I could get access to your lab in order to try and develop an anti-toxin…"

"This is asking quite a bit, Spider-Man." Norman said, raising a hand. "And how do I know you didn't have a hand in the kidnapping of Curt Connors?"

"Hard for me to be involved in a kidnapping that never happened," The Webslinger shot back flatly, "Curt Connors wasn't kidnapped. The night he "disappeared", he injected himself with _Prometheus_ and tore his way out of that laboratory as a man-sized Lizard. And I may be the only person who can stop him."

"Do you even have a trace of him?" Norman asked. "Assuming your theory is even remotely correct, which I'm not saying that it is, you'll have to locate this…Lizard…before you can attempt any form of a cure upon him."

"I'll worry about that, but I need you to get a lab running so I can attempt to _make_ some kind of cure." Peter said. "The fight in the subway showed me that the Doctor isn't himself…we need to find some way to reach him again…"

"And how do you know Doctor Connors, Spider-Man?"

Again, dead silence filled the air between them. Norman looked intrigued as he waited for an answer. No doubt the vigilante was considering his words carefully. Even if he couldn't see his eyes, Norman could still see the gears turning around and around in his mind.

"You'll have your lab, Spider-Man." Norman said finally, seeing as he would get no answer. "Tomorrow, come to the southern end of the Oscorp Industries offices. I'll be waiting for you there at four o' clock."

"Many thanks, Mr. Osborn." Spider-Man said, and Osborn watched as the man leaped backwards over the coffee table and back through the open window that he'd come out of. Norman walked over to the window to shut up, looking down at the streets.

But there was no sign of Spider-Man anywhere outside.

* * *

'_He's got a point…I have to find _some_ lead as to where he is.'_ Peter thought as he swung away from the Osborns' sky rise apartment. But it was getting late. He had seen Gwen home before he had returned to his own home and had "gone to bed", only to sneak out to interrogate Osborn. He had been quite lucky to get the industrialist to agree. Not to say the facilities at ESU were lacking, but Peter could not try to develop a cure for the Lizard without rousing too much suspicion. No, this was a job for Spider-Man, there was no doubt in his mind.

And speaking of his alternate persona, right then his Spider-Sense went off as he landed on a nearby bus stop roof, which collapsed from where he had just been standing as something familiar, big, and scaly tried to claw at him.

"Oh, hello, gruesome!" Peter quipped as he got a well-aimed kick at its jaw, sending it back a bit. "I thought you'd never show up again." He dodged out of the way of a tail swish as he once more knew he'd have to get this thing off the streets before it got distracted. "Come on, fly breath! Why don't you add a little spider to your palette?" He shouted at it in order to keep its focus on him. But he didn't need to worry too much, the thing seemed rather pissed with him after their last encounter.

'_He wants to kill me. Yay!'_ Peter thought sarcastically as he weaved around, kicking the beast in the back of the head and dodging a swipe from its tail as he landed on a nearby parked car, only to flip back off of it as the tail slammed right down into the car, crushing in the hood. '_Someone's been eating their Wheaties!_' He thought as he stuck to a nearby wall. The Lizard hadn't been that strong before. '_It's got to be the mutation…_' He reasoned as he crawled lower to the ground, attempting an approach.

"Doctor Connors, listen to me!"

The creature stopped, its claw still raised as it tilted its head slightly to the left, as if it could understand what Peter said to him.

"Doctor Connors, listen…I want to help you, but you need to try to fight whatever this is, alright?" Peter asked, voice turning a bit to desperation as he spoke, trying to reach the man behind the beast. "You've got to focus yourself…please, Doc…" The Lizard still stared for a moment before it gave a hard snarl and leaped at him once more. Peter couldn't dodge out of the way quickly enough. The buzzing in his head went off as the creature grabbed his head between the claws of its hand.

'_Oh, crap crap crap crap!'_ Peter's hands immediately grabbed the scaly fingers clutched around his head, attempting to pull them off. It was about then that he became quite aware that this creature meant to crush his skull in.

* * *

**A/N: And…we stop there. I love cliffhangers, don't you? Lots of new info in this chapter. So, what do you think? Let me know in the reviews. See that button down there? No, not that one **_**that**_** one. Yep, that's it. Click it, tell me what you feel.**


	4. To Cage A Lizard

**A/N: And now to resolve the cliffhanger. First, though - to answer a statement from a review – this is not the Marvel Cinematic Universe. It is up to the point of the end of "Captain America: The First Avenger", but it diverts after that point as you can see from my "Avengers" fanfic. Anyway, now on with Spidey escaping from the cliffhanger…**

…**seriously, the suspense is just killing me.**

* * *

**Chapter Four**  
To Cage A Lizard

'_Okay, this is made of suck…_' Peter thought as he tried with all his might to peel the Lizard's fingers off of his head. It was no use, the creature's grasp was just too strong. '_I need to think of something! C'mon, Peter. Think. Think. Think…'_ His mind moved feverishly as he felt the entire world seeming to close in around him. It was then that Peter noticed a rather less than scaly part of his antagonist's body.

"Kidney shot!" Peter managed to get out as he slammed his knee into the fleshy abdomen of the Lizard. It seemed to be shaken, and Peter didn't let up with a few more kicks before he felt the gnarled fingers around his head release, the creature falling back as Peter attempted to regain his breath. But the respite was only brief before his Spider Sense kicked in and he had to roll out of the way of another strike from the reptile that wasn't giving him the least bit of breathing room.

'_Okay, if I manage to get him out of this, I'm never going to be late to sessions again…'_ Peter leaped to the other side of the alley, on the other roof. '_Let's see if this guy can handle heights…_' He thought as he scurried up higher as quickly as possible, only to hear the sound of something carving its way up the side of the building behind him. '_Okay, he can handle heights. Crap…' _Peter thought as he kept moving, leaping over onto the roof and bolting across it.

The Lizard was right behind him, he didn't have to look back to know it. '_Okay…got his attention…got him out in the open…I had a plan, right?'_ He thought as he shot a web line, propelling himself to a nearby water tower, turning around and firing a few shots of the webbing right into the beast's face, covering up its eyes.

'_Okay…that'll get me a few seconds to think up something…_' Peter thought, his whole needles and pins strategy proving to be all for not as his Spider Sense buzzed to the tune of the blinded giant lizard now wildly thrashing around the rooftop as it tried to pry his webbing from its face. '_If it doesn't get that webbing off, it's going to be stronger than steel…not that that's going to be much of a disadvantage to him…_' He thought, shooting more webbing around the Lizard's feet, attempting to bind it to where it stood on the roof.

Unlike the webbing over its eyes, the webbing on its feet wasn't given enough time to solidify. The creature's feet tore through the shots as it thrashed violently around. '_Okay…um…new plan…c'mon, Webhead…'_ He thought, trying to think of some other plan, but found nothing he could do apart from a direct confrontation. And so, he leaped down and dodged around a wild swipe of the tail before he slammed his fist into the stomach of the creature, sending it back and collapsing on top of the roof…which promptly began to collapse under the weight.

'_Yes…two ton death machine…it's not gonna break the roof at _all_ Parker…_' Peter could forgive himself the temporary lapse in judgment, under the circumstances, but he quickly moved to remedy the problem with a quick shot to the Lizard's leg, hoping it would be distracted long enough for the material to harden and provide a point for more webbing to be shot and perhaps form a cocoon not unlike that which he'd put so many of New York's criminals into.

But the scaly claw disagreed, severing the line as the beast fell right through the opening its impact had left in the roof. And it fell further as Peter jumped to the newly made hole, watching the descendent and immediately following after it as he saw it fall into the basement. He fell, landing on his knees in the darkness beneath, the only light coming from the world above. To remedy this, Peter pulled a small device from off his belt, a small UV light that hummed to life when he pressed the button on the side of it.

A set of jaws met his light when it clicked on, and Peter tossed the device right into its gullet where it had hoped to put his head. As the Lizard attempted to chow down on the light, Peter gave it a hard roundhouse kick to the side of the head, followed by another.

"Doc, c'mon! I know there's got to be something of you in there!" Peter insisted moments before his Spider Sense once more went haywire and he found a nearby pipe dislodged and coming right at him. He ducked out of the way, but soon the room was filled with steam and he found himself unable to make out anything in the place…at least with his eyes.

'_Use the Force, Webhead…' _He quipped to himself as he allowed his Spider Sense to take over, his danger sense now being his eyes. He listened, hearing scuttling across the room off to his right. Peter dropped to his knees, noticing a trail of red liquid had begun to drip along the floor and he quickly and carefully followed it while allowing his Sense to reach out for any oncoming attack. He heard the buzzing and turned in time to dodge a large, iron door that he had heard moments before being torn off its hinges. Managing to wave off enough of the steam to make out what was written on the door: **Sewer Access**.

"Damn it." Peter said as he immediately moved for where the door had come from, finding the opening along the trail of the blood. As he passed the threshold, he found chips of glass everywhere, no doubt the now shattered little light that had proven to not be as good a meal as the Lizard had hoped. His suspicions were confirmed when he found what remained of the lamp's hardware all torn and twisted all of over the hallway as he kept heading down, following the trail left behind.

And soon, he was in yet another spacious sewer of New York.

'_Great…lost him again…' _Peter gritted his teeth as he saw the stream of water heading off and out to join other parts of the sewer. There was no way he'd be able to track the Lizard now. He was at a dead end, _again_! He clenched his fist, sighing a bit to himself. Now he was back to playing the waiting game, seeing when tall, dark, and gruesome was going to make another appearance. It irritated him so much that he…Peter's eye suddenly caught the blood on the ground.

'_I can at least be ready for him the next time he shows up.'_ Peter realized as he quickly opened one of the pouches on his belt, pulling out another of his small tubes and a pipet, quickly collecting one of the small drops of blood into it and then putting it into the test tube. He repeated this with a few more of the puddles that had been left behind on its way back to the water. '_I might be able to work out the anti-toxin with some of this…_' He reasoned as he put the half full tube (after properly sealing it) away in his pouch. It was, at the very least, a start.

* * *

Gwen had apparently opted for cherry Chap Stick, and the flavor showed as her lips worked really well against Peter's, who didn't mind in the least. Then again, making out with Gwen, he'd have very little objections to whatever flavor of Chap Stick she was wearing.

Again, after an all too brief eternity, Gwen broke away from the kiss, breathing heavily, resting her forehead to his. Peter, too, was breathing heavily, though not nearly as much as she. '_Okay…spider endurance has some perks…_' He thought as he caught his breath.

"Sorry…" Gwen muttered, her eyes closed as she, too, attempted to catch her breath.

"What for, Gwen?" Peter asked, confused.

"That we don't…go further…" Gwen said quietly, blushing a bit.

"Oh." Peter said, also admittedly blushing a bit. "It's…it's not a big deal, Gwen. Err, well, I mean…it _is_, but…"

"I know." Gwen said, softly. "But…well, it's not the best time for that, is it? I mean…we've only been dating for like…six months now…"

"Yeah, Gwen…I understand." Peter said, blushing a bit more. They had talked about this before. Not at any great length but, well, the subject did come up every now and again. Usually after their more heated make out sessions.

"I just…I don't think either of us is ready for that…" Gwen said.

"No, I don't either." Peter said, shaking his head a little.

"But…when we _are_…" The girl lying there with him on the couch of the finally looked up into his eyes as she spoke, her voice dropping even lower as she finished her sentence, "I want it to be _you_…"

"I want it to be you, too, Gwen." Peter said back, leaning in for another kiss. Then, his Spider Sense kicked in just as Gwen's lips moved to meet his once more. He knew very well that George Stacy was heading up to the front door of the Stacy's apartment right now.

"What's wrong?" Gwen asked, opening her eyes as she noticed that Peter wasn't kissing her, looking a bit irritated. But then, she heard the click of the door coming unlocked and pulled herself away from Peter and scooted over to where she had been sitting on the couch, looking over her science notes. Peter, too, moved quick as lightning to where he had been sitting as well, using his textbook to hide a certain part of his anatomy from view.

"So, Gwen…what was the name of the rider who actually reached Concord to warn the militia of the approaching British troops?" Peter asked, glancing some of the lines on the history book they had been going over for finals.

"Paul Revere?" Gwen replied, quickly asking as though she were unsure.

"Samuel Prescott." Peter corrected as the door opened and in walked the towering figure of George Stacy.

"Hey, kids." George said gruffly as he walked in and closed and locked the door behind him.

"Hello, Daddy." Gwen said, smiling.

"Hi, Mr. Stacy." Peter said. "We didn't even hear you come in…" He added before he got a subtle nudge in the leg from Gwen.

"Peter, I was seventeen once." George said. "Believe me, I know exactly what you two were up to…no need to try and deceive me."

"Oh…" Peter said, pretty sure his cheeks were now a magnificent shade of scarlet by this point. Gwen, too, was a bit red herself.

"You two kids are responsible; I know I don't have to have 'the talk' with you two." George said as he walked toward his room. "Just don't be doing any…hanky panky…under my roof." He waved his hand as he searched for the phrase, heading for his room to change out of his uniform.

"_Hanky panky_?" Gwen snickered a bit.

"Are we living in the thirties and someone forgot to tell me?" Peter asked, snickering too. "Besides, we haven't even gotten to hulabaloo."

"Or jiggery pokery." Gwen added, and the two soon burst out laughing, lasting up pretty much until George returned wearing a pair of jeans and a red t-shirt.

"What's so funny?"

Another burst of laughter followed, leaving George to just roll his eyes and chuckle a bit. Afterwards, Gwen had prepared lunch and the three of them sat down to a meal of pork chops and asparagus. And, then, of course, the first official "you're dating my daughter, so let's talk" talk began.

"So, Peter. Tell me a little bit about yourself." George said before he popped a cut of pork chop into his mouth and chewed it.

"Not much to tell, sir." Peter said, really rather timid now that the laughter had died down.

"Peter's going to be a science major." Gwen offered, always the more vocal out of the pair of them.

"Ah!" George said. "So…that's how the two of you met, huh?"

"Yes, sir…Doctor Falkner's physical science class, freshmen year." Peter said, nodding. "We were assigned as lab partners and…well, there you go…"

"There you go." George said as an echo, nodding a bit. "Well, it's good to finally sit down and properly meet you, Peter. It's only been…what? A year, since you've started dating Gwen?"

"Just about." Gwen said, smiling. "Another month, and it will have been."

"Well, that's understandable, sir." Peter said. "I mean…you being the Chief of Police for the precinct and all…and with everything that's happened over the last few months."

"Right…" George said, nodding. "The invasion…and now this…Lizard…thing. I just don't even know what to think."

"Sounds like he's a problem." Gwen said.

"Oh, yeah." George said. "We've followed up on a few leads, but the one time we've run into the thing, it escaped into the sewers."

"You've run into it?" Peter asked. He as Spider-Man had been having trouble with that thing. He could only imagine what a few non-super powered policemen would have been for the Lizard. '_A meal_.' He thought grimly as George shook his head.

"Not me, personally." George said, shaking his head. "But a few of my men ran into it a few nights ago…they found it in Lindenwood, apparently he tore into an old lady's apartment and made a meal out of her cat."

"Oh, my God!" Gwen exclaimed, clasping a hand over her mouth as Peter's eyes went wide.

"Is…is she alright?" Peter asked.

"The cat?" George asked. "Oh, no…she is dead. Very dead."

"Dad, he meant the old lady!" Gwen exclaimed, exasperated.

"It's called comedy, sweetheart." George said, earning an exasperated huff from Gwen and a wide-eyed look of fear and expectation from Peter. "No, the lady is fine. It just scared the living daylights out of her and then left."

"Oh, that's good." Gwen said, and Peter breathed a sigh of relief.

"Yes. But, as I said, he got away before my men could get to him." George said. "Though having seen that picture in the paper, I doubt there was too much they could have done. This seems more like a job for the government, or those SHIELD people."

"Or Spider-Man." Peter suggested, and immediately felt the afternoon grow sour. Gwen immediately winced as though she'd just been poked with a sharp needle, and George's face seemed to contort a bit in irritation.

"Just some kid running around in skin tight red and blue spandex." George said. "He's gonna get himself hurt if he doesn't stop it."

"I don't know…maybe he's trying to help." Peter said, shrugging. "Maybe he's trying to do something that the police can't."

"Can't?" George asked. "Swinging around New York bringing in criminals is vigilante justice. It's illegal. You telling me it's 'cool' to be above the law like that?"

"So when people like Iron Man or that…Thor guy save the day, they're heroes?" Peter scoffed. "But when Spider-Man does it, he's 'above the law'?"

"No, they're just as guilty of that as he is." George said. "Even if Stark is ridiculously rich and that Thor guy is…whatever that Thor guy is…that's no excuse." With that, Peter was quiet, threading his fork through his asparagus as he avoided George's gaze.

"So…uh…we've got finals coming up." Gwen said, quickly changing the subject. "Peter and I have been studying pretty hard for that."

"Oh, is that so?" George asked.

"Yes, sir." Peter said quietly, though George seemed to have forgotten about their last exchange.

"Good…I'm sure you two have been studying very diligently." George said.

"You bet we have." Gwen said, nodding. "Peter's been helping me out in History, and I've been helping him out in English. Those are the only two areas we've been having trouble in lately."

"Both of you good with the science, then?" George asked. When both Peter and Gwen nodded, he added. "Well, good." He said, scrapping up the last bit of pork chop into his mouth and chewing down on it.

"Um…that went well…"

"Not perfect, but then I didn't think it would go off without a hitch." Gwen said, laughing as she walked down to the elevator with Peter. "Still, I think he likes you."

"You think so?" Peter asked, looking over to her, surprise evident in his voice at the statement.

"Yeah, I think he does." Gwen said, laughing a little bit as they walked up to the silver doors of the elevators.

"Well…I guess this is my stop…" Peter said, pushing the down arrow next to the elevator door.

"I guess so." Gwen said, leaning over and giving him a nice, long kiss that he immediately fell right into, kissing her back as his hands slipped to her shoulders. After a moment, though, Gwen pulled back. "I love you, Peter." She said softly, her eyes meeting his as the smile that could have set New York ablaze pulled at her lips as she looked at him.

"I love you, too, Gwen." Peter smiled back, leaning forward to kiss her once more as the doors of the elevator opened behind him following the digital ringing of a bell. He stepped back, wanting nothing more than to stay with her there forever.

But he had a meeting in just a few short hours, and he intended to be on time.

* * *

"You're late."

"A billionaire industrialist is never later, Spider-Man." Norman's reply came.

"Yeah, yeah, he arrives precisely when he means to." Peter said, giving a rather good (in his opinion) Ian McKellan impression.

"I arrive whenever it's _my_ lab we're dealing with." Norman said. "I work on my own time table. Not yours."

"Fair enough," Peter said, "I suppose you and the two goons here and gonna show me the way?" He said, gesturing to the two armored thugs who flanked Norman on either side, wearing some rather nice body armor with the Oscorp logo printed on the chestplate.

"Just some insurance…" Norman said. "Just because I'm helping you doesn't mean I trust you."

"The feeling is mutual, believe me." Peter said flatly as he dropped to the ground. The two thugs immediately turned their high-powered guns on him. "How about no, fellas? No need for you to be picking those things out of your teeth."

"At ease, boys…" Norman said, sighing as he raised a hand to his cronies. "Keep an eye on him, though."

"Yes, sir," One of them said, the other nodding his agreement as his finger remained on his trigger.

"Well, nice to have such a warm welcome." Peter said. "Let's see if we can get us anti-reptile serum worked up…" With that, the four of them entered the nearby laboratory. Peter's eyes went wide as they entered, seeing a facility that far outshone both his rather pathetic high school science lab and the labs at ESU. "Oh, nice digs…"

"Yes…" Norman said. "This is our eugenics division. We're hoping to provide similar facilities to Empire State in the near future."

"That was what your big shindig was about a few nights ago, correct?" Peter asked.

"Yes, that's correct." Norman said, nodding.

"Fantastic. Well, let's take the wheels off." Peter said.

"Are you a scientist, Spider-Man?" Norman asked, walking over and donning a white lab coat.

"I have a passing interest in it, you might say." Peter said. "A very strong passing interest."

"Enough for you to get involved in this, I imagine?" Norman asked, looking skeptical.

"Oh, yes…well, that and the massive reptile built like two linebackers fused together might have done it." Peter said, waving this off as he reached down into his utility belt's pouches, producing the vial of blood and the vial containing the scale. "I got this from our friend when he decided to show up last night and try to tear my head off."

"How'd you get it?" Norman asked.

"He ate a flashlight." Peter replied bluntly as he put the tube containing the blood into a slot on the nearby machine. He looked over, seeing Norman still giving him that look of sheer disbelief. "It makes sense in context, I swear…"

"I'm sure…" Norman said as Peter pressed a button on the machine, sending the tube spinning around in a small turnstile. The monitor nearby lit up, displaying some readouts of the liquid contained within the tube. "It looks like you're right…definitely human blood, but it seems to be severely mutating…"

"This is more mutated than that scale." Peter said. "The mutation's progressed even further." He pressed a few keys on the monitor and a microscopic view of sample. The blood platelets were starting to become even more mutated under the effects of _Prometheus_. Peter magnified the picture down to the nucleus of a cell just in time to see it overtaken, fading into a dark purplish green color. "We need to move, quickly…"

"What do you propose?" Norman asked, from the look of it feeling more than a little out of his depth at this moment. Peter couldn't blame him.

"Well, Doctor Connors' experiments involved the regeneration of cells," Peter said, "but he was doing tests on animal subjects before this happened, wasn't he?"

"Yes." Norman said. "I believe he was using the common rabbit."

"Yes…" Peter said. "But none of them have had the adverse effects that Connors has had, have they?"

"Not that I am aware of…" Norman said. "We still have the one I injected with _Prometheus_ at the dinner last night."

"Can you have it brought in?" Peter asked. "If we can get a blood sample from it…"

"We could use the nonvolatile sample of _Prometheus_ that's bonded with the blood…"

"…to try and develop a way to reverse the mutation." Peter said. "Just like using snake venom to make the anti-toxin to the same venom in a snake bite."

"That's…brilliant." Norman admitted, giving a nod of approval.

"It's only brilliant if it works." Peter said. "But let's get cracking." It took about a half hour, but the rabbit that Peter recognized from last night was brought in and Norman quickly took two blood samples from the creature, placing them in two separate syringes. "Alright, let's see if this one will work on the scale." He said, using a pair of tweezers to carefully remove the scale from the tube he had it sealed within, putting it on a slide provided for him that then went into the machine, the cellular structure being magnified for their viewing pleasure.

"I am now administering the blood to the sample." Norman said as he slid the first syringe into the slot and pressed a button to the side of it. The inner workings of the machine began to draw out the blood within, and both Peter and Norman watched the screen.

"Oh, now _that_ is what I'm talking about!" Peter said, his grin unseen under the fabric of his mask. They watched as the mutated cells of the scale began to recede, showing more and more human traits. "Looks like we have ourselves a cure for the good Doctor…"

"Or, at the very least, a way to stop that Lizard creature," Norman said, nodding.

"I told you, Osborn, they're one and the same." Peter said. "Now we just need to figure out a way to get it out in the open."

"You have most often encountered him in the underground, haven't you?" Norman asked.

"Yeah, the subway and then he escaped into the sewers." Peter said. "But there are literally hundreds of miles worth of sewers and subway tunnels to look through…and that's assuming he's just going to stay in one place."

"Considering how he's behaving like a lizard, he might become territorial." Norman said.

"Well, I first ran into it at the ESU Campus…in Queens." Peter said.

"And the subway in that same area…" Norman said.

"That was the same night." Peter said. "I led him into the sewers to try and get him away from the public. But then there was that attack last night, after I parted company with you…"

"Yes, my apartment…in Queens…" Norman said.

"Alright, so it's got about a five mile radius around the ESU campus." Peter said. "That's its hunting grounds…but there's the sewers and the subway around there to sort through, as well…"

"Well, I suggest you get to it, Spider-Man." Norman said. The machine next to the high-powered microscope had just produced a vial containing the new anti-toxin, the blood from the _Prometheus_ rabbit.

"What, just little old me?" Peter asked, raising a brow that (as his grin had) went unseen through his mask.

"Well this is, as you've said, _your_ problem." Norman said. "I just graciously offered my assistance to you in finding the means to solve it. The rest is up to you."

"Just as well, I'm not much for backup anyway." Peter said, taking the vial and slipping it into one of the pouches on his belt. "But thanks for the assist."

"My pleasure…Spider-Man." Norman said. Peter could sense a bit something tense in the older man's gaze, almost as if he were expecting something.

"I'm not going to blab about your involvement in all this, if that's what you're worried about." Peter said, giving an irritated sigh. "Besides, who exactly would believe me if I told them?" He asked as he hopped onto the ceiling, crawling his way to the nearby high window and pushed it open, crawling out and swinging off before Norman had formed a proper answer.

* * *

**A/N:** **Alright, a shorter chapter than the last, but I think this one came out pretty well. Some decent fighting with the Lizard, some more development for Peter and Gwen's relationship, and some more of Osborn while a cure was developed. Guess what's coming up next? The final…possibly…showdown between Spidey and the Lizard. Trust me, this next one is gonna be a doozy. Stay tuned!**


	5. Down the Drain

**A/N: And now, Spider-Man makes his final confrontation with the grotesque Lizard. But will our hero triumph over the beast and save his mentor from the monster he has become? Or will the Lizard be picking itty bitty bits of Peter's costume out of his teeth as he wanders the sewers in search of more prey? Excitement! Suspense! Plot convenience! All here in the next exciting chapter…**

**Oh, and to answer a question from the reviews, I **_**was**_** actually inspired by the trailer for the new Spider-Man movie that has come out, unlike I was for my Avengers fanfic. However, I haven't seen the movie as of the time of this writing, so anything that seems similar isn't me ripping things off intentionally, I swear.**

**Chapter Five**  
Down the Drain

He leaned back, rather pleased with his device was small, no bigger than his thumb when it was all put together. It had taken him all night to perfect the design, but he managed to get it working at long last. Peter had known he would need to come up with some kind of way to track the Lizard down in the sewers, and several busted radios he'd fished out of a dumpster behind the Radio Shack later, he had something.

These little trackers would be able keep a trace on anything it was attached to within about a mile (he discovered by subtly attaching one to a passing taxi). The small Walkman he had tuned to the same frequency as the tracker produced a low beeping that became louder as it got closer to one of the devices. A minor chemical coating on the bottom would allow it to stick wherever it landed at, provided it _could_ stick to it.

'_Hope these are as handy as I hope they are…_' He thought as he scooped up the six devices he had made into his hand. A quick test with the Walkman to prove that they worked and he opened one of the pouches on his belt, dropping them into it. He'd had to sew up his costume again, a few of the stitches had busted from the last encounter with the giant reptile. Hopefully, the outfit wouldn't suffer such damage.

It was then that he took the tube containing the anti-toxin and held it between his fingers. '_Boy, do I hope this works…_' He thought with a sigh as he took up the syringe he had "borrowed" from Oscorp, sliding both it and the vial into two other pouches on his belt. '_Well…there's only one way to see if it will._' He thought as he turned to see the sun setting through his window. Tonight, he went on the hunt. The predator would become the prey.

* * *

'_Maybe I ought to consider a career with urban sanitation_.' Peter thought sarcastically as he had pried open a manhole in an abandoned back alley and crawled down into the sewers, finding the smell was starting to not get to him as much as he thought it would. He replaced the manhole before crawling down the ladder and into the sewer proper. '_Sewers before subway…nice going, Webhead…_' He thought, sighing as he shook his head. But it was far more reasonable of a place to look for a hiding spot than the subway.

Subways provided food, yes, but the sewers were unpopulated and spacious enough for the Lizard to use as its lair.

'_Lemme just hope that logic is what _he's_ running by…_' Peter thought as he crawled along the ceiling, moving as quietly as possible. He knew that the creature's hearing was far enhanced, and from its speed, Peter might only have half a second's warning with his Spider Sense before it was upon him. And so, he crawled his way along over the waterworks, ignoring the smell and keeping his eyes peeled. He reached into his pouch, pulling out one of the tracers, activating it and dropping it into the water.

'_Probably should have made more than a handful of these…_' He chided himself as the device sunk beneath the water. He sat there, counting on the beast's hearing to track the sound of the disturbance of the water. But after a moment, the ripples caused by him dropping the tracer vanished. A minute passed…then two…nothing, just nothing…

No sign of anything moving under the water, not even the slightest sign that the water might be disturbed beyond its natural path down the sewer line.

'_Well...crap…'_

Then that familiar buzzing hit as he saw it, apparently having fallen right into the trap just as he had planned, the scaly green back of the beast as it partial emerged from the water, the top of its green snout leading up into its blood red eyes that gazed menacingly up ahead…completely not paying attention to him in the least.

'_What the-?'_ Peter blinked, watching his opponent. Could the Lizard not _see_ him? There was no way he couldn't see him. '_How can he not _see_ me?'_ The wall crawler tried to wrap his head around it. '_I'm colored blue and red for God's sake!'_ He quickly moved to follow it, sticking to the ceiling, but the Lizard's focus still did not seem to go astray from whatever was drawing it nearer.

Peter thought to take the opportunity to administer the anti-toxin and just be done with it, but the Lizard's scaly back wouldn't be the best place for an incision. If trying to inject it didn't just _break_ the syringe. '_I'm going to have to get him to face me…go for the stomach…_' He remembered how sensitive the stomach had been to his blows, much more so than the kicks across the creature's snout had been, or the debris that had been thrown at its head during their fights. Thinking quickly, Peter dropped another tracker onto the Lizard, using his timing to have it land right onto its shoulder.

His Walkman scanner immediately started to beep in affirmation, which he quickly reached to turn down. The Lizard stopped, as if hearing the noise (which was likely, seeing as he had probably heard it before _he_ had), but continued on its way without seeming to be too troubled by the constant beeping right overhead as Peter did his best to keep pace.

A half hour's trek had brought them to an intersection, and here was where the Lizard finally emerged from the water, heading for a ladder leading up and out into another area.

"Oh, I don't think so, pal!" Peter snapped as he shot a webline at the reptile, which quite frankly shocked him by slashing the strand free almost reflexively. "Oh…crap, he's getting smarter…" He muttered, now fearfully aware of just how aware the Lizard was of him during their trek. But as the beast headed up the ladder, Peter quickly moved to follow him, emerging from the sewer to find himself in a maintenance corridor. '_We're still in Queens, I think…_' He thought as he glanced around. His sense of direction, at least he thought, wasn't that off. His sense proved to be right when he saw "NW Maintenance" printed into the concrete of one of the walls, followed by a string of numbers that were some code. But what shocked him the most was a very familiar logo, printed in green right under the lettering.

'_Oscorp Industries…'_ Peter thought, glaring a bit as he saw. '_I think someone's playing a game with me…_' But still, his Walkman beeped on, the signal was beginning to fade. Luckily, the watery footprints of the Lizard hadn't dried up, and he quickly took off after it.

* * *

"No, Smythe…that won't be necessary."

"_But sure, my robots have been programmed for-_"

"I am aware of what your robots have been programmed for…or at least what I _hope_ you've been using _my _funding for," Norman replied, "but we have adequate enough to contain the Lizard once we get him here."

"_If you say so, Mr. Osborn…but I still think-_"

"Spencer, I pay you for your astounding mind in robotic engineering, not to critique my plans." Norman said sharply, attempting to end this argument before it became more of an issue.

"_Of course, Mr. Osborn…_"

"See? Much better when we have synergy." Norman said with a smile. "And please, do have something ready for me when I come to visit next time. I really do enjoy seeing your work." With that, Norman hung up his phone, handing it to his assistant who stood at the ready to take it and put it away. "Thank you, Mr. Schultz." He said before sitting back in his chair, surveying the warehouse.

Here was where he would at last manage damage control. The rumors running around about a giant Lizard rummaging through Queens were bad enough, but he had had to go to great lengths to get things under control. Paying off Jonah to keep things quiet in the press…personally getting his people on _every_ call for animal control…and even making Spider-Man seem a hero fighting that beast had all lead up to getting here, getting it contained…and making up for his failure.

Norman could only hope that the trap would work, that Spider-Man hadn't played his part far too well and had cured Connors of his condition. Then certain…_details_ would undoubtedly come out, and Norman knew well that he was in enough hot water as it was with his dear board of directors. No more _details_ needed to be brought to light. And certainly not about _Prometheus_.

'_Just wish I could kill them, most days…_' He thought. '_Save myself a hell of a lot of trouble…_' But it was to no avail. Powerful executives didn't just fall off the face of the Earth like that. That, _too_ would be a detail that would need to be covered up. And with the current situation, the Osborn knew better than to add more to his plate. It was already getting to be too much for him to handle.

"What is the status of our feeding tanks?"

"Filled to the brim, sir."

"Begin releasing it." Norman ordered, and the man manning the controls obeyed. Norman looked across the catwalk to see the slop made of various bulks of insects that had been treated to be just what such a beast as the Lizard would want. And, of course, a group of his best men with tranquilizers were plenty ready to take down the monster. They had enough darts between them to take out a whole race's worth of horses.

If all went according to plan, then Spider-Man would be bringing the target right up to the location, playing right into Norman's hands. '_Not sure what to do with the arachnid…_' He thought. A few thoughts came to his mind of what just to be doing to that wall crawling menace. The bastard had had the nerve to break into _his_ home and demand use of his labs, and that wasn't even getting into how much he knew. The freak was just far too dangerous to be allowed to live.

'_Another loose end to tie up…_' Norman said, confident that all would be said and done tonight.

"Sir, we have movement in the tunnels…two lifesigns, heading up to the surface."

"Then let's take our positions, boys." Norman said. "Get ready for the show…"

* * *

Peter found himself watching the Lizard scratching at a metal door, tearing at it desperately.

'_Those claws must have gotten sharper…_' Peter thought, his hand reaching into the pocket of his pouch, his fingers wrapping around the syringe of antitoxin. But still, the creature's back was to him, there was no way to get to the exposed belly…even if it _was_ still exposed. If the mutations that Connors had suffered had made him stronger and faster and giving him even sharper claws, then could it have made his hide nigh impenetrable?

'_Goodness, I hope not…_' Peter thought as the Lizard carved its way through the metal plating and headed up into whatever building the two had found themselves under. After a moment, making sure his Spider Sense was still reaching out to track it, he followed it and found his target leaning over a pile of some smelly glob and chowing down.

And six men in tactical gear aiming their guns right at him.

"Hey, is this a private party or can anyone join?" Peter quipped as he leaped up out of the door, landing on the railing of the catwalk, webbing up the first man with the gun.

"STOP!"

"Oh…well…I'm not surprised in the least." Peter said flatly, seeing just who was there leading the happy band of gunmen.

"Did you really expect anything less of me, Spider-Man?" Norman Osborn asked, arms crossed over his chest.

"I was really expecting you not to be a dick, but I suppose that's neither here nor there." Peter said. "So…what's the deal? Capture Godzilla here and make a fortune showing him off at the carnival?"

"Nothing so mundane." Norman said. "But since you're going to die anyway…you might as well know. You're a loose end. Just like your reptilian friend here. I can't let this mess get traced back to me. So I have to-"

"Oh! Oh! Oh!" Peter cut him off, nodding. "This is the part where you monologue about your evil plan and then you try and fail miserably to kill me. I think I've seen this before…um…let me think…" He said, sarcastically tapping his finger to his chin. "Oh, yeah, _every evil overlord ever_! C'mon, Osborn, do something original."

"Fair enough." Norman said with a dismissive shrug, and then turned to one of his men. "Kill him." On order, Osborn's soldier turned his gun on Peter. A moment later, the gun was webbed up against a wall.

"I _said_ original, Osborn! C'mon!" Peter clicked his tongue, shaking his head. Then a few more clicks and several handguns were trained on him. "Or just splatter my brains all over the wall. That works too…" He muttered. His Spider Sense already going haywire, it went a little crazier when he realized that the slurping sounds that the Lizard was making had suddenly ceased. "Oh…things are about to start sucking…"

The Lizard let out a bestial roar as the gunmen suddenly turned their rifles on it, some even dropping their handguns, all of them opening fire. The bullets didn't seem to do more than irritate their target, the bullets bouncing against its scales. '_Can't take that risk…_' Peter thought as he quickly moved to start taking out the thugs one by one. Before he had managed taking out more than two, however, it seemed Lizard decided to take matters into its own hands, leaping up and tearing the head right off of one of Osborn's goons.

'_Oh, that sucks out loud…_' Peter thought as he webbed at the raging beast's shoulders to try and pull it back as it tried to leap on another one. With great effort, he managed it, sending the Lizard back onto its back and exposing its stomach which – to Peter's relief – wasn't the thick plating of scales that coated the rest of its body. '_Hang on, Doc…_' Peter said as he quickly snatched the syringe out of the pouch he held it in, holding it at the ready.

"Shoot Spider-Man! Now!"

Norman was still barking his orders even now as he was trying to bring this to a speedy conclusion. '_Nothing doing, Osborn…_' Peter said as he dodged a few gunshots thanks to his Spider Sense, with his free hand he shot balls of webbing right at the heads of the shooters to keep them occupied for a bit. '_Alright, now to deal with-'_ was all Peter managed to think before he sensed the Lizard getting back up, its maw opened as it snarled angrily now at Osborn of all people, now left defenseless due to his incompetent men.

"No…no! Curt, please!" Norman insisted, backing away as the Lizard was on him, stalking forward as if it were playing with its food before he ate it.

"Much as I'd like to see this guy turn into Lizard food…" Peter muttered to himself as he quickly dropped the syringe back into his pouch and sealed it, shooting two lines at the beast's legs, quickly trying a wraparound of its legs. The Lizard responded with a loud roar of irritation as it fell flat on its front and Norman dove for one of the handguns, firing a shot at the fallen monster.

To Peter's shock, the shot hit home, taking out the Lizard's right eye. '_Something tells me that won't be gone long._' Peter thought as he whipped around shot to yank the gun from Osborn's hand. "Look, Osborn. I don't care about your company or your petty backroom dealing. I'm saving Connors and getting him out of here…"

"That will destroy me!" Norman yelled. "I won't let you do it!" It was the first time that Peter had seen the man seem to lose the eerie calm about him.

'_I actually _worshipped_ this guy?_' Peter thought as he readied to wrap up Osborn with another webbing strand. Another bit of that buzzing in his head and Peter saw the Lizard, having made a quick recovery, burst free from the wrapping around its legs and leaping at Osborn, grabbing him between its claws and throwing him against the railing.

Even without his enhanced hearing, Peter could hear the bones in Norman's legs break, the railing crumbling under the force of the impact.

The Lizard snarled as Norman was howling in pain from having his legs broken, half circling the industrialist as it sought to make a meal.

"Watch it there, cockroach breath!" Peter snapped as he leaped down, a flying kick sending the reptile off the railing and onto the ground where it had fed on the feast that Osborn had provided. He dropped down to Osborn's level, seeing one of his goons had recovered enough from his beating to stand.

"Get Norman here some medical attention. Right now." Peter said. "I've got a lizard to stop." Without waiting for an answer, Peter dropped down to where the beast had fallen, finding it rising back to its feet. '_Gotta get him away from Osborn…_' He thought, dodging a wild slash from the beast's right claw as he leaped back, shooting a webline at some of the broken railing, pulling it to him. "Eat lead, scaly…" He quipped as he tossed it at his opponent, to his great surprise hitting it dead in the chest. "Oh, crap! No! No! No!" Peter exclaimed, thinking he might have pierced a vital organ.

A moment later, however, his worry was unwarranted as the Lizard simply tore the thing out of its chest and tossed it aside, its regenerative powers already starting to seal up the wound. But, the goal had been achieved, and now the beast's eye was on him (the other still in the process of regenerating). '_Alright…now to get him where I can give him the antitoxin…_' He reminded himself, the buzzing in his head going nuts at the Lizard jumped at him and he headed back into the tunnels beneath the complex.

* * *

Peter would later wonder where he could the ability to move as quickly as he did, even faster than he normally did in his wall crawling escapades. But it seemed just that as he was bound and determined to keep the Lizard on him, but stay out of its reach as much as possible.

'_The hydraulics in this place might give me just the distraction I need…_' Peter thought. The warehouse seemed to be built on an old water plant. If he was able to get the beast down to that level, get it to where the water flowed out into the sewers, he might be able to use the place to his advantage, weaken the Lizard enough with the water pressure to give him the cure.

Sure enough, he quickly found the place, several grates sealed up and the troughs dug in the concrete leading down into the sewers again.

'_Gotta get those unsealed…_' Peter thought, seeing a release switch not too far off and knowing he didn't have more than a few seconds before his foe showed up to make a meal out of him. He leaped over, pulling against the years of rust and grime that had built up on the device. '_C'mon, c'mon…_´ Peter thought as he pulled as heard the grinding of the gears within, and heard the water flowing as the grates began to open, each one sending a steady stream of water down the troughs.

All except for the last grate, which got about halfway open before it stopped and was still. Peter could hear the steady stream of water sloshing around behind it, unable to get through.

'_Crap…crap…crap!_' Peter thought as he saw the Lizard had caught up with him, and he was leaping over. He dodged out of the way and the claw strike meant for him took out the lever.

'_So much for that…_' He thought, bouncing up close to the ceiling, sticking on the wall over the grates. '_I wonder if his head is as tough as the masonry in here…_' Peter wondered as he suddenly had an idea form in his mind. "C'mon, buddy! I got some primo arachnid up here for you…come get you some!" He snapped, his Spider Sense kicking in just as he saw the Lizard leap, arms spread as though to grab a hold of him. The creature's maw opened wide as it sought to tear off his head as it had one of Osborn's men back in the warehouse.

But Peter leaped over it, his webs quickly wrapping again and again around the beast's torso, tying his arms to it securely. A moment later, the head of the beast slammed against the masonry. The brickwork gave way a bit to the large head of the Lizard, but gravity kicked in as the beast fell through some of the bricks and hit the concrete with a loud, echoing impact as it effectively rolled down the trough. The water rushed around it as it landed on its back and was finally still.

'_Alright, finally!_' Peter perked up. All this work and it was finally paying off. Once more, he quickly snatched the syringe from his pouch and readied it once more for use.

And that was when the last grate finally decided to open up, sending the last stream down in a quick, wide spurt.

"Oh, no!" Peter exclaimed as the jet of water, combined with the others, sent his target flying into the sewer grate. "Oh, no you don't!" He shot another line of webbing, attempting to snag the Lizard before he fell into the sewers and was, once again, gone. To his shock, his shot hit only the back wall of the grate. "No! No! No!" Peter leaped forward, attempting to get through the water.

But the pressure was too intense for him to pass through. And the Lizard had gotten the full blast of it.

'…_he's…he's gone._' Peter thought blankly. Even with the beast's scaly body, he doubted that the Lizard could have survived such a thing unscathed…even if it were still alive.

'_I'm sorry…Doc…_' His fingers closed around the syringe, now just a useless memento. The Webslinger sighed as he placed it back into its pouch.

* * *

A few weeks later had seen Doctor Connors' obituary in the_ Daily Bugle_, the search for him having been called off and him presumed dead. A small ceremony was held at ESU and a newly wheelchair-bound Norman Osborn said a few words on the fallen Doctor's behalf.

The Lizard had not been seen or heard from since that night in the sewers.

"Peter, are you alright?" Gwen's voice spoke to him, bringing him from his thoughts as they walked away from the small service at ESU.

"I'm always alright." Peter said, nodding to her. He wasn't. He felt sore in every muscle, but he could deal with that. The worst part was that he felt sick, and it probably showed. That night in the warehouse and the sewers was fresh in his mind, every detail perfect in his mind. He'd remember it forever, even in the darkest parts of his nightmares.

"I'm sorry, Pete." Gwen said softly, her arms wrapped around her boyfriend. "I know how much he meant to you…" Gwen did, but she wouldn't really know. Curt Connors was another stain on his soul…another failure…just like Uncle Ben.

"Thanks." Peter said softly, an arm draped around Gwen's shoulders. "I'm sorry…it's just-"

"I know," Gwen said, nodding to him, her hand coming up to cup his cheek, gently gesturing his head to look at her, "he was your friend…your hero…"

'_One of them…_' He thought, though the statement still stood. He'd revered Connors ever since he could read _Popular Science_. Much as he had Norman Osborn. '_Now I know you shouldn't hold all your heroes up so high…'_ He thought, catching through the corner of his eye as he saw Norman Osborn being wheeled over and helped into his limousine.

"I feel like I failed him, Gwen…" Peter said. "Like I…I could have done something more."

"Baby, you can't think like that…" Gwen told him. "There wasn't anything more you could have done…"

'_But there was…_' Peter thought, remembering that night. '_And the worst part is, I can't ever tell you, Gwen…and it breaks my heart…'_

"I guess not." He replied after a moment, thinking that all over. Spider-Man hadn't been able to help Doctor Connors, and neither had Peter Parker. And the worst part is, he could never tell her. Or anyone else what had happened.

The young man felt his lips touched by Gwen's as her hand slowly and gingerly rubbed his cheek.

"C'mon…" Gwen said after she broke off the kiss, wearing a little bit of a smile. That little smile that could light up the city for a century, and lit up Peter's light almost every day. "Let's go get an ice cream cone. You'll feel better."

"Okay." Peter said, sliding his hand into Gwen's as the two of them walked off.

* * *

The morning air of New York was a new smell to his nose, but not an unwelcome one. No, this place was one he greatly anticipated. Here he knew of things that had happened, the invasion from another world, though that did not interest him. Nor was he interested in the newspapers speaking of a great green beast that stalked it way through the streets of the city.

_That_ was more an interest to his traveling companion.

"We're here."

He can make out the dark outline of his dear half-brother even before it became more apparent from the shadowy dimensions of the room. He had been practicing his stalking…how typical of him.

"Good. Tell the captain to bring us to port as soon as possible. I crave to begin my pursuits…"

"Right away, Sergei…" Dmitri wore a dark look as he walked back up to the deck of their boat, trying to ignore the growling of the grown lion that Sergei did so love to keep around for God knew what reason. Though he didn't care much for his brother's exploits, he wondered how long it would be before Kraven the Hunter got himself killed.

* * *

**A/N: Ha ha! Bet you thought the story was over. Alas, no. You are only halfway through this first tale. In the next chapter, a challenger appears and Spidey will be put to an even more harrowing test as he fights for his life against the fearsome KRAVEN THE HUNTER! Coming soon…ish…probably…**

**Seriously, though, it's not over.**


	6. The Everything Hunter

**A/N: ….aaaaaaaaand we're back! Let us continue the adventures of our friendly neighborhood Spider-Man…**

**Chapter Six**  
The Everything Hunter

October had passed and through it Halloween and now New York was heading right into November. The weather had cooled a great deal, so much so that Aunt May had made him wear a scarf along with the ridiculous sweater.

'_Thanks for giving Flash a brightly colored target, Aunt May._' Peter thought as he headed out to his motorcycle. He'd had to do some more work on it, but the thing was very near to seeing the end of its use, as he had neither the money to get it repaired or to have it repaired.

'_It _would_ be kind of interesting to be heading to classes the Spidey way._' He thought as he gave his bike a kick and the engine spurted a bit before it purred and he took off from his Aunt's house. The thought of using his powers to traverse the city outside of his crime fighting had oddly never occurred to him. '_Well, another day, I think._´ He decided today wouldn't be the day to try that, seeing as he was already well on his way to his school.

A few minutes (and _possibly_ a few slightly bent traffic laws) later, Peter pulled up to Midtown High, parking his motorcycle in the student parking lot and checking his watch. The digital display read seven fifty-five, just fifteen minutes before classes were to start, and his usual arrival time. Dismounting, he slipped his bag back over his shoulder and headed over to the small patio outside the cafeteria, where he could already see Gwen sitting at their usual spot, with Eddie nowhere to be found due to his graduation following the last two classes he had to take being passed with flying colors.

"Hey, Pete." Gwen said, looking up from the book she was reading as she caught his approach out of the corner of her eye.

"Hey, Gwendy." Peter said as sat down next to her, moving to give her a quick peck on the cheek. "What's up?"

"Oh, nothing much," Gwen said, placing her bookmark back into the book and setting it down on the tabletop, revealing to Peter the cover – _The Jungle Book_ by Rudyard Kipling. "I _might_ have gone looking through Mom's old bookshelf for something to read."

"_The Jungle Book_, huh? I only ever saw the Disney version." Peter said.

"Well, that sounds like you have something reading to do." Gwen replied with an arched brow and a giggle, tapping her fingers against the tabletop.

"Yeah, I guess I do." Peter said, chuckling a little bit. "If I get some time when I'm not studying, I'll give it a read." '_Or when I'm not swinging around the city in my skin-tight body suit._' He added in his thoughts.

"Well, when that happens, I'll be happy to lend you my copy." Gwen said with a wink, turning so that she was sitting back against him, and Peter's hands found their place around her waist, supporting her as Gwen's head rested on his shoulder, looking back into her green eyes with his own brown ones.

"You have the most beautiful eyes…you know that?" Peter asked, smiling down at his girlfriend, who had the slightest blush on her cheeks at the mention of her beautiful eyes.

"Thanks…Pete." Gwen muttered, blushing a bit.

"It's the truth, Gwen…" Peter said, beaming at her. "But you're just altogether beautiful."

"Sweet talker." Gwen said, laughing a little bit even as she blushed at his compliments. Peter just smiled, leaning in and meeting Gwen's lips in a quick kiss just as the bell rang signaling for them to get to their first class.

* * *

Later that night, he was high above New York, swinging around. It had become partial stress relief for him, almost flying around New York. His troubles seemed a million miles away up here, swinging from building to building. '_There's no place on Earth like the Big Apple_.' Peter thought as he landed on a rooftop, rolling up one of his gloves to check the webbing in his shooters. '_Clear vials…I'm a genius._' He thought, seeing that the level of fluid in that vial would be just enough to get him back home. He was thinking of more ways to redesign the web shooters, but that would take time…and money.

'_Maybe I ought to follow Eddie's example, head to the Bugle and beg for a job._' Peter thought as he rolled his glove back up and moved to check the other when he felt his Spider Sense go off. '_Oh, c'mon! Up here?'_ He questioned, but rolled to the side and turned back to where he'd been standing to see…a large, muscular man in what might have been the most _ridiculous_ looking outfit he had ever seen.

A dark haired man with piercing, green eyes and darkened skin was dressed from head to toe in what looked like leather and fur of all sorts. Boots of the fur of some poor animal, tanned leather from some _other_ poor animal, and a jacket made from what was unmistakably the mane and fur of a male lion.

"Dude, I think PETA is going to really be on your case for that outfit." Peter said, still not exactly sure he hadn't dropped acid at some point, seeing that outfit.

"You are one to talk." The man in the leathers retorted, holding his arms out to his sides as he knelt down on one knee.

"Touché." Peter said, taking the remark about his own red and blue outfit in stride. "So…you got a name? Or would you like me to just call you _Lion Man_?"

"I am Sergei Kravinoff!" The man declared. His head held high, proudly. His voice, Peter finally pinned down, was heavily accented Russian. "Some would call me Kraven the Hunter. I am the greatest hunter alive! I have hunted every game that walks the Earth!"

"So…_now_ you're taking up parkour?" Peter asked. "Nice hobby…kind of a step down though, you might want to check Under Armour…I hear they have great-"

"ENOUGH!" Kraven cut him off. "I have not come to deal in words! I have come for _action_!"

"Oh, yeah?" Peter asked. "Well, as much as I'd like to send you packing back to Lady Gaga-"

"ENOUGH!" Kraven snapped as he rushed forward and Peter's Spider Sense kicked in moments before he dodged out of the way.

'_He's fast…_' Peter thought. Not nearly as fast as the last, more reptilian foe he has faced, but fast enough that Peter found himself having to step up his game as he bounced around to each corner of the roof. "Seriously, dude…why don't you chill?"

Kraven's answer came in another charge, which Peter moved to avoid. But then, he felt one of the man's hands grab at his ankle, pulling him down to the ground, slamming him against the roof of the building.

'…_okay…he's getting better._' Peter thought as he felt the impact against his back. Luckily, he had no broken bones, and quickly pulled his leg free from the man's grasp and moved that same leg in a quick kick at the torso, sending him back to the railing. '_Little too much pep, Webhead…he's just a crazy kook in an outfit that'd make Madonna cry._' Peter shot a webline to catch at the man's leg, wrapping around his boot.

"And so the prey shows his weakness…" Kraven laughed, his hand reaching into his boot and pulling out a bowie knife. "Shouldn't save your hunter, Spider…it will be your doom…" He said as, much to Peter's shock, he sliced through the webbing and fell.

"Oh, crap, c'mon!" Peter exclaimed as he leaped over and was preparing to shoot down some web lines to restrain and bring the man back up to the roof. But as he prepared to exert enough pressure to send the webbing flying from his wrists, he noticed something very peculiar.

Kraven was gone.

'_There's no way he could have fallen that fast…_' He thought, blinking a few times to make sure his vision wasn't going. But now falling Kraven appeared in his vision. '_What…how?'_ He just stared. There was no way he could have hit the ground before then…if he had even hit the ground at all.

* * *

"These games are going to be the death of you, Sergei!"

Sergei merely rolled his eyes at the latest pronouncement from his dear half-brother. He sat now lounging upon the couch in the skyrise apartment that Dmitri had gotten a hold of. Everything they would need for this had been brought to them. Several of his trophies and favored weapons now lined the walls of the place.

"Yes, yes…just as you said in Bengal…or in the Amazon…" Sergei said, waving his hand dismissively.

"Claiming the pelts of tigers and jaguars is one thing, Sergei!" Dmitri retorted indignantly. "These are far stronger than any jungle beasts!"

"Do you not see, Dmitri? Therein is the challenge!" Sergei said, flashing his brother a predatory grin. Of course, Dmitri did not share his enthusiasm for the hunt, even if the Kravinoff blood flowed through his veins.

"The challenge will be the death of you." Dmitri again attempted to be the stick in the mud. "If not from that Spider-Man…then that…_Lizard_ beast will see you to your end…"

"Ye of little faith, little brother." Sergei said with a laugh. "Trust me, Dmitri! I know what I am doing…"

"Well, from all the Oscorp records, the Lizard beast went into the sewers with Spider-Man and never returned…" Dmitri said. "If it has perished as they believe, then you will have no trophies to collect."

"Dmitri…sweet brother." Sergei said, chuckling heartily at his brother's pronouncement. "No beast so strong can perish so easily…"

"But we don't know-"

"_I_ know." He cut him off. "And I know that the only being in this city that can bring that monstrosity to me is the Spider-Man." Sergei walked over to the wall where he had a single newspaper clipping from near to two months ago hanging in a frame. The _Daily Bugle_, showing a picture of the very hero its headline proclaimed of fighting a massive lizard beast.

"But what if he can't?"

Sergei just smiled, chuckling as he pulled his bowie knife from the sheath on the wall. He gazed at the blade lovingly for a long moment. Though he most often used his own limbs to conquer his beasts, he did so love blades. There was majesty about them that such weapons as guns just didn't have. Indeed, the blade was a more elegant weapon for a more…civilized age.

So he slammed it blade-first into the frame, tearing right through the image of his red and blue clad foe.

"Then I will be taking a single pelt back home with us." Sergei smiled darkly at the torn image.

* * *

"Class, please welcome our new student, Harry Osborn."

Peter's head whipped ahead to the front of the room at the words. '_What?_´He blinked, seeing the very boy he remembered from the Science Society Dinner a few weeks ago. A mini Norman Osborn stood at the front of the room.

A few halfhearted greetings came scattered across the room.

"Harry, you're seated next to Mr. Parker over there…" The teacher, a woman in her later forties by the name of Mrs. Blankenship, pointed to the empty desk next to Peter. Harry moved after a halfhearted wave and muttered "hello" toward the desk that had just been pointed out to him.

"Umm…hi!" Peter said, attempting to seem somewhat cheerful as Harry approached and took the seat next to him.

"Stow it." Harry snapped, as he dropped his backpack by his desk and took his seat. Peter could tell right away that this was much like that Science Society dinner had been for Harry. His brow was furrowed angrily and he sat silently, a tactic he must have learned from dealing with his father.

"Okay then…" Peter muttered as he turned, getting back into his work and Mrs. Blankenship went back to teaching. '_That went better than I expected…_' He thought. It was kind of surreal, sitting next to someone whose father he was partially responsible for crippling. Sure, _Harry_ didn't know that he was Spider-Man, but still, it was highly unnerving.

"Who's that?"

Peter blinked, realizing he was being whispered to…by Harry. He listened again, making sure he had heard correctly. But no, Harry had spoken to him.

"Umm…that's Liz Allan." He whispered back once he saw just who Harry was gesturing towards. It was indeed Liz Allan, captain of the cheerleading squad, owner of a perfect 36-24-36 figure, and _way_ out of _everyone's_ league. "She's the captain of the cheerleading squad…and the girlfriend of Flash Thompson, so you might want to stop gawking."

"I can take him." Harry replied confidently, seeming enraptured by the _lovely_ vision that was Liz Allan as she sat looking bored at her desk, sucking on a lollipop she held between her teeth as she attempted to hide it with a raised book. It wouldn't have mattered, Mrs. Blankenship had really gotten tired of telling her not to be eating in class.

"Uh…dude? He's the quarterback for a reason." Peter whispered. "Trust me…I don't think you know what you're dealing with." Harry wasn't nearly as scrawny as he was, but Peter could tell he wasn't even remotely in the league of going up against Flash.

"Quarterback?" Harry paled a bit, his confidence seeming to break ever so slightly.

"Yep…" Peter said. "And he has a talent for making dents in the lockers with the heads of people he doesn't like."

"Sounds fun…" Harry sighed, sitting back in his chair.

"First time in public school?" Peter inquired.

"…yeah." Harry said after a moment. "How'd you guess?"

"Well, you're…well, the son of Norman Osborn." Peter said. "I can't imagine you've had anything but the best…"

"Yeah, I guess." Harry was turning red as he turned away, not looking at Peter. "I guess…"

"Sorry…" Peter muttered, thinking he must have struck a nerve as he, too, turned away. '_Didn't mean to do that…_'

* * *

After the awkwardness of that exchange – much to his surprise – Peter and Harry were at least friendly with one another. They found that they shared all but one class and had the same lunch, so Peter was able to introduce Harry to Gwen, in a more casual capacity than the Science Society dinner had been.

Their time after school saw the three of them heading out to the tables outside the cafeteria, where Harry sat almost in the exact same seat that Eddie sat before his graduation. And again, Peter felt that twinge of weirdness.

"So…um…Peter told me that you two are the brainiacs around here?" Harry asked, clearly trying to make conversation.

"Well, we're two of them." Gwen said, chuckling a little.

"Gwen's being modest. She's one of the chairs for the Midtown High's branch of the Science Society." Peter said.

"Yes, I remember that from the fundraiser a few weeks ago." Harry said, nodding. He then looked to Peter, wearing a confused look. "Well, why aren't you a part of the Science Society?"

"Because Doctor Falkner is a moron who had somehow managed to get through his studies in genetics only to become a teacher at a high school," Peter said.

"Oh, Pete, you're not being fair…" Gwen said.

"I'm being completely fair." Peter replied, insistent. "Science teacher for twenty-five years and he can't even get Mendel right. What kind of person is that to be teaching science?"

"…wait, what's a Mendel?" Harry asked, looking completely lost. Peter was about to give Harry a "brief" Science lesson when he heard a familiar buzzing in his head.

'_Oh, c'mon! Not here!'_ He thought as he dodged to the side, narrowly avoiding Flash Thompson's fist.

"Hey, egghead!" Flash snorted as he moved in for another punch.

"Seriously, _this_ is your only technique?" Peter asked, now not even bothering to make his dodges look like an effort now. He was moving around Flash like it wasn't even an effort, and the Quarterback just kept swinging.

"Stay still, you little-" Flash gritted his teeth.

"Leave him alone!" Harry snapped.

"Or what?" Flash snapped right back, turning on him. "What are you gonna do, rich boy? Sue me?"

"Is there a problem, Mr. Osborn?"

Flash stopped swinging and Peter stopped dodging, all of them looking over to see in the time between they'd been paying attention and now, a limousine had pulled up, and two men in black suits stood at either side of the vehicle, both of them looking to be athletes enough to make Flash look like a complete wimp.

"Not at all, Cosgrove," Harry said, "I think Mr. Thompson here was just leaving…" Flash shot Harry a look that could have burned through ice. But he did turned and left just as quickly as his feet could carry him.

"Funny, he's never run that fast at any of the games _I_ went to."

"Eddie!" Gwen exclaimed, jumping their other friend and pulling him into a hug.

"Hey, Gwendy!" Eddie said, laughing as he had his arms around Gwen for a moment before Gwen broke off the hug, stepping back a bit.

"Hey, man." Peter said, raising his fist and bumping it with Eddie's.

"Hey, man." Eddie said. "How's it going?"

"Great, man." Peter said. "How's it been going?"

"Fantastic!" Eddie said. "I've got a job working with a genetics professor over at ESU. Doctor Warren…"

"Doing what?" Gwen asked.

"Umm…" Harry cleared his throat a bit. The other three turned to him.

"Oh, sorry," Peter said, "Umm…Harry, this is Eddie Brock. Eddie, this is Harry Osborn."

"Nice to meet you," Harry said, offering his hand for a shake.

"…same." Eddie said, accepting Harry's hand. The two shook and Eddie almost immediately let go before it had even been done.

"What…" Gwen started to speak up about it, but Peter just quietly touched her shoulder and gave her an 'I'll explain later' look, which got her to quiet. Peter doubted that either Harry or Gwen knew just why Eddie didn't like the name Osborn, considering the confused looks on their faces. Still, Harry at least had some sliver of notion and backed up a bit toward his limo.

"Uh…I better go. Dad will be expecting me…" Harry muttered as he stepped back to the limousine.

"Yeah, see you tomorrow, Harry." Peter said.

"Bye, Harry." Gwen said, both of them waving him off as he got into his car and was driven off.

"So…replacing me with the rich kid, huh?" Eddie asked, turning on both of them once Harry was away.

"Oh, c'mon, Eddie, it's not like that and you know it." Gwen said.

"He was just the new kid." Peter said. "Part of the whole 'We're the nerdy outcasts' outreach program…"

"Yeah, fine, I guess." Eddie grumbled, rolling his eyes.

"Oh, c'mon, Eddie…he's not that bad a guy." Gwen said.

"Well, can't say the same about his old man." Eddie said.

"Well, Eddie, we've got to head home." Peter said, attempting to end the conversation before Gwen could once again ask Eddie what was up during his little exchange with Harry.

"Right…yeah." Eddie said, nodding. "I'd offer you guys a lift, but I'm heading the other way."

"Meeting with your new boss?" Gwen asked.

"Yeah, Doctor Warren over at ESU," Eddie said. "Nice guy, bit on the eccentric side." Suddenly, they all heard a beeping and Eddie pressed a button on the watch on his wrist, silencing his alarm. "And with that, I'm running late. Gotta run."

"Catch ya later, man." Peter said, fist bumping with Eddie once more and watching as Gwen gave their friend a hug.

"Be careful, Eddie." Gwen said.

"Hey, c'mon, it's me we're talking about." Eddie said, grinning at them both before he headed back off to where he came, his beat up old car.

* * *

"So…what was that about?" Gwen asked once they were finally away. Peter had opted for bringing his bike today, but the thing had fallen apart almost the moment it had come out of Aunt May's garage. He had chucked the scraps into the garage and had resolved to try and fix it up later, calling ahead to Gwen and telling her they probably ought to find another route. And thus, they had. The bus there, and the subway to get back in the evening.

"Eddie's Dad…used to work for Oscorp." Peter explained a little bit. "So did my Dad, but he left the company after a while and Eddie's Dad decided to stay." Seeing that he had Gwen's attention, he continued. "He started spearheading some research into trying to cure cancer, through some kind of a chemical compound." He sighed. "But then, he lost his job. Norman Osborn personally fired him. And it wasn't long after that that Eddie's dad took his own life."

"That's terrible!" Gwen exclaimed, eyes wide and a hand over her mouth as Peter finished the explanation. Peter just nodded solemnly.

"Ever since, he's never liked Oscorp, or anything with the name Osborn attached to it." He said. Gwen just nodded in understanding. It was then, as Peter opened his mouth to say more, that he heard that familiar buzzing in his mind. '_Oh, c'mon…not now!_' He thought as the train suddenly seemed to finally grind itself to a halt.

"What's going on?" Gwen asked as the lights around them suddenly went out, the emergency lights coming on.

"Power outrage, maybe?" Peter asked.

"The backup generators should have kicked in by now." Gwen said, uncertainly. It was then that the far back emergency door was torn off and Peter saw something that made his eyes go wide.

It was the Lizard…the Lizard, somehow alive.

"There's no way…" Peter breathed, starting in shock as the creature sauntered its way into the subway car.

"Oh, my god!" Gwen exclaimed, her eyes just as wide as she scooted back in her seat. Peter knew right there and then, amid Gwen and the now screaming people in the subway car that if he attempted to fight the creature now, he would be giving up his secret identity. Luckily, though, he didn't have to lift a finger, as a moment later a familiar man decked out in animal skins leaped through the torn opening that the Lizard had made.

"Not so fast, creature!" Kraven the Hunter leaped against the beast's back, seizing it around the neck as it immediately turned and began attempting to shake itself free.

"…what?" Gwen blinked, staring.

"I'm just as confused as you, Gwen." Peter said, trying to sound it as he took her hand. "C'mon, let's get out of here…" He began immediately moving them toward the far entrance. It was then that his Spider Sense went off once more, and he maneuvered Gwen behind him as he turned to see the Lizard shake Kraven off, slamming him against the wall and making the already screaming bunch of people scatter even more, each moving as quickly as possible away from the advancing creature.

"Peter!" Gwen exclaimed in fear as the beast approached them, Peter could hear her heart racing even from where he stood. The Lizard's mutation had apparently advanced a great deal since Peter had last seen it. It now was almost crawling around on all fours just to walk, hunched over as it was. A series of small, black quills were developing along its back, some of them even having begun hardening into large, black, spiky protrusions.

'_Of course, those teeth haven't changed too much…_' Peter thought, tensing as the creature's maw opened after it had sniffed in their direction, apparently knowing just what it was looking for. It was sniffing at him, then it stopped, its mouth opened wide as it prepared to consume a meal.

"I THINK NOT, CREATURE!" Kraven's voice thundered as he once more leaped forward and with astounding strength hauled the creature back down the other end of the car. "THE HUNTER HAS COME FOR YOU!" All in attendance stared in shock and awe as Kraven slammed his fist repeatedly into the Lizard's flank (drawing – to Peter's shock – blood) as it dragged it back and out into the subway, struggling all the while.

No one moved until well after the sounds of the two and their struggle faded away. All the while, as they sat there in the dim, flickering light, a single thought ran round and round in Peter's mind.

'_It knows who I am…_'

* * *

**A/N:** **Bum bum buuuuuuum! Well, looks like the tale of dear Doctor Connors isn't all as wrapped up as we believe. And now we have a new nemesis for the Spider-Man! Will he manage to fend off Kraven and be able to save Connors? Or even if he does, is Connors too far gone? Answers to exactly zero percent of these questions will be answered in the next exciting Chapter! Stay tuned!**

…**and no, I still haven't seen the movie. I'm peeved, to say the least, but whacha gonna do?**


	7. Predators and Prey

**A/N: I'm so glad that so many people are enjoying this, and I hope you will all continue to enjoy it as I go on. Now to answer a couple of questions from the reviews…**

**Sorry, it's supposed to be "we have synergy", minor typo on my part. That should be corrected by the time this comes up.**

**As for the location of the Stacy's apartment, I don't live in New York and never have and I'm not going to act like I do. I'll try and be a little bit more accurate in the future with times and the like, but it was mostly just a minor detail brought to you by Plot Convenience so…yeah…**

**And now, on with the motley…**

**Chapter Seven**  
Predators and Prey

He swung. At the bottom of his swing, he released the strand to fire another one. It was a rhythmic pattern, but it worked well enough to propel him across New York. Sooner than later, he came to a nearby building, and stopped against it, his hands and feet attaching to the wall.

'_Okay…so now I have to find _both_ of them._' Peter tried his best to collect his thoughts as he climbed up the side of the building. '_But how do you find two hunters in an asphalt jungle?'_ He knew well that neither of his targets was dead. Some of the Big Apple's finest had headed into those subway tunnels and the sewers tunnels beneath them, and had found no trace of the Lizard or of the leather-clad hunter that had chased it into and then torn it out from the subway car.

So, presumably, the Lizard wasn't mounted on Kraven's wall, and Kraven hadn't become reptile food. Still, he needed to find them before either of those things became a reality.

'_If there's any hope of still getting to Doctor Connors…I have to try.'_ Peter thought as he got up to the roof, standing on the edge. Of course, he had no idea if the cure – a vial that he had preserved in his small fridge that he kept the fluid for his web shooters in – would still work. The Lizard had visibly mutated even further. '_I've got to try…_' He strengthened his resolve, deciding not to let this chance slip through his fingers.

"I must say, you are a difficult man to track."

Peter immediately turned, seeing a man in a black three piece suit with a red tie. He was bald, his pale skin had a bizarre, shiny sheen to it as he looked right at Peter with cold, almost dead eyes that were even darker than his suit.

"…Slenderman, I presume?" Peter asked, raising a brow. '_Why didn't my Spider Sense go off?'_ He wondered, realizing that perhaps this man did not mean to threaten him.

"I am Dmitri Kravinoff." The man said. His voice, much like Kraven's, was heavily accented Russian.

"So, you're the relative of Crocodile Dundee down there, huh?" Peter asked, raising a brow. "I must say, I don't see the family resemblance."

"I have not come to talk relations, I have come to make a request of you." Dmitri said.

"I'm listening." Peter said, hesitant of just what this man might say.

"I want you to kill Sergei." Dmitri said. He hadn't even remotely hesitated. Peter was almost certain that he was joking, but there was no indication of that in Dmitri's eyes. In fact, almost nothing seemed to be in the man's eyes. There was cold, deadness within them…masking something that seemed like deep rage.

"N-No." Peter said, shaking his head. "I won't do that."

"My brother will never understand that he will gain nothing from these hunts." Dmitri insisted. "He has hunted game all across the Earth. Any animal you can imagine that walks the Earth, and it _still_ is not enough for him."

"I hear they have pills for that." Peter quipped.

"Are you _mad_?" Dmitri asked in exasperation. "My brother has lost his mind and I am _asking_ for your help…please."

"I'm not an assassin." Peter said, his narrowed eyes unseen behind his mask. "I. Don't. Kill."

"Then you are of no use to me." Dmitri sneered. "Begone!"

"With pleasure." Peter said, shooting off a webline, disgusted as he swung away from the roof.

* * *

And once more to the sewers he found himself at that night.

'_I swear…ten thirty on a school night, and here I am sifting through the sewers…oh, Aunt May, if only you knew…_' He thought as he crawled along the oddly familiar structure of the walls. '_I swear, everything in here looks exactly the same…_'

"Bombs away…" He whispered to himself as he dropped one of his Spider Tracers into the water. From the subway, he knew that the Lizard had his scent, but it wouldn't help to try and draw it out.

'_I just hope it will work this time…_' Peter thought as he watched his device sink beneath the waves and the water go still once again. His scanner began to beep as the tracker was active beneath the water, but he blinked a bit, pull the device from his belt as it began to beep more rapidly.

"What the-?" Peter stared at it for a bit before his Spider-Sense buzzed and he dodged down from the ceiling and webbed his way to the nearby wall, a slash of the Lizard's tail just narrowly missing him. '_How'd he get that close without me sensing him?'_ Peter's instincts were now on extreme high alert as he moved quickly for further down the tunnel. But the Lizard, predictably, wasn't too far behind, and he was catching up quick.

'_Okay…harder, better, faster, stronger…not good, not good._' Peter headed for the nearest ladder, not needing to look back to know that the hunter to his prey was hot on his heels. He leaped up to find himself in the maintenance corridors of some building or another, turning and quickly webbing up the way he came.

'_That'll stall him for a bit…at least…_' He thought as he tried to figure out just where he had just escaped into. He knew he couldn't risk running into civilians and, thus, putting them into danger, but there wasn't too much else he _could_ do. Besides the way he had come, there was no way in or out of this room. He heard the cutting of the Lizard's claws through his webbing and knew he had little time, so he headed for the far door and found it locked, though this proved to be little hindrance to him as he tore the door open on its hinges and tossed it aside with some exertion, heading right through and into the lobby of the Stacy's apartment building…with the elderly, bespectacled janitor looking on in shock.

'_Oh, fu-'_

* * *

Gwen had come in late from studying and knew that her dad was probably going to have a fit, if he was even home. Unable to get a hold of Peter on her phone, Gwen had just decided to take a cab. Besides, it had been late enough already and he was probably nose deep in those books, like he always was.

She had left her father a voicemail on his phone, but if he had been home, she almost suspected that she would have found him in the lobby looking somewhere between worried and angry as all get out.

She _didn't_, however, suspect that she would Spider-Man standing in the lobby of her home with one of the janitors, Stan, looking at him in surprise.

"S-S-Spider-Man?" Gwen stared unblinking, not sure if this was some kind of a joke. The man in red and blue was rarely even seen up close, and certainly not indoors.

"Gwen! Get out of here, quick!" Spider-Man exclaimed, waving her off toward the elevators.

'_He knows who I am…_' Gwen wasn't sure she had heard right, but there could be no mistake. He had just called her by name and was now shooing her towards the elevators.

"Gwen, go!" Spider-Man seemed insistent, and Gwen soon saw why he was so hell bent on getting her to the elevators.

"Spider-Man! Look out!" Gwen exclaimed as she backed away toward the elevators, seeing a familiar being from the subway the other day. She reached over for the button on the elevator and saw from the corner of her eye as it lit up, but otherwise nothing seemed to happen. '_Oh, of all the times!_' She thought as she was backed against the doors.

This was about the last thing that Peter wanted, but so it was. He knew now that he'd have to force the Lizard out into the streets or back into the sewer. That latter option seemed impossible, but getting out into the street with now three delicious meals in its claws.

'_Oh, crap…crap…crap…_' Peter thought as he leaped over, aiming a kick in the Lizard's face, knocking it back only for a moment before its claws surged forward to strike at him. His sixth sense allowed him to dodge and he attempted his best to counter, but the thing was getting ever so much smarter and was able to twist around and slam its tail into his torso, sending him flying back into the front desk.

'_That…could have gone better…_' Peter groaned as he attempted to recover and found himself face to face with the hungry jaws of the predator in this situation. He raised his hands to shoot some webbing at it and the creature's hands shot forward and grabbed his hands, exerting a great deal of pressure on his wrists. '_He's gonna crush my webshooters…and my hands!'_ He thought as he struggled to get free. His foot aimed to where he could knock it away, and that's when Peter saw what may have been one of the ballsiest things he had ever seen in his life.

Gwen had taken up one of the janitor's mops and had slammed it right against the Lizard's head. The thing broken over its head, but the damage had been done. Now pissed, it turned on Gwen and Peter knew he'd have to get attention back on himself very quickly. Leaping forward, he grabbed at its tail.

"Rodeo time, c'mon there, Godzilla!" Peter quipped as the beast immediately turned back on him and attempted to shake its tail free, its claws taking a slash at him and managing to tear at his costume before he could dodge it. He bit his lip to stifle a loud scream from the pain, but most of the noise still managed to escape from him.

The Lizard snarled as it brought back its claws for another strike, but then something seemed to make it stop, and it turned as though something else had caught its attention. A moment later, it turned and was heading back for the doors leading down into the basement.

"Oh, no you don't!" Peter exclaimed as he extended his hand and attempted to shoot off a webline, getting nothing. '_He crushed them!_' He tried the other shooter, and found the same result. Either way, it was too late. The Lizard had disappeared into the basement and would likely soon be back in its lair.

"Oh, dear…" Stan stood shocked. "That was…"

"Spectacular?" Peter asked sarcastically.

"You're hurt." Gwen said, and Peter looked down to finally realize that the Lizard had slashed right through his costume, exposing some of his torso along with a few bloody gashes.

"Oh, uh…I guess I am." Peter said, noticing the gashes. "I'll be fine."

"C'mon, I can at least clean your wounds." Gwen said. "You did save my life, after all."

"No, really…miss, it's fine." Peter tried to protest.

"I insist!" Gwen replied, and Peter knew well that that tone signaled the end of the argument.

"Oh…alright." Peter said in a rather him manner.

"Sure you don't want me to call an ambulance for him, Gwen?" Stan asked.

"No, it'll be fine." Gwen said, nodding to the janitor. "Thanks, Stan."

"No problem." Stan said, nodding to the two of them, turning to Peter. "You're alright with me, Spider-Man."

"Thanks, Mister Stan." Peter said.

"Just, don't get any blood on the elevator walls…I just cleaned them."

"I'll be careful." Peter assured him.

* * *

He had been to the Stacy's apartment many times, but never before in this costumed persona.

"You know…if my Dad knew you were here, he'd probably try to have you arrested." Gwen said.

"Guessing he's not a fan of mine?" Peter asked.

"Not exactly." Gwen said as she walked toward where Peter knew to be her bedroom, and thus forbidden territory. "You waiting for something?" She asked, seeing him stop.

"Uh…I don't think I'm allowed in there." Peter said.

"Oh, please." Gwen said, rolling her eyes. "I'm treating your wounds, not asking you to ravage me against my headboard."

"Umm…oh, dear." Peter muttered, sure that he was bright red faced under his mask.

"Oh, relax." Gwen laughed. "You're reminding me a lot of Peter…"

"Peter?" Peter attempted to play dumb, hoping not to let on.

"Yeah, my boyfriend." Gwen said as she pulled a first aid kit out from her bathroom and brought it back into her bedroom proper. "Sometimes he has awkward moments like that."

Peter glanced around Gwen's room. It was pretty much what he had imagined. A pink and dark blue bedspread covered her bed, two posters from her two favorite bands (as Peter remembered) and a few knick knacks here and there. Most interestingly, though, was something she had against the back door of her closet.

"I'm guessing you're a fan of mine, huh?" Peter asked, seeing the various newspaper clippings of him in his blue and red suit that had been attached to a corkboard.

"Huh?" Gwen looked up from where she sat on her bed, blushing a bit when she realized that he had seen. "Oh, yes…" She muttered, walking over and closing her door. "Just…a little hero worship. You're kind of a big deal."

"Oh, I am?" Peter asked, laughing a bit.

"Yep." Gwen said. "Now why don't you get rid of that shirt?"

"What?" Peter blinked, then realized she meant his costume top. "Oh…umm…I'll just roll it up, thanks."

"You sure? That mask looks a little uncomfortable." Gwen said. Peter knew she was kind of being coy about wanting to see the face under the mask.

"No, it's fine…miss…what was your name again?" Peter asked, attempting to play it off. But he knew that Gwen would know he had called her by her name.

"Gwen." Gwen said. "You called me it in the lobby before that…Lizard thing…attacked."

"Umm…right…" Peter said. "Lucky guess?" He chuckled nervously, obviously caught.

"Well, you obviously know who I am." Gwen said, her brow furrowed as he could see her trying to work out just who it was behind the mask. "C'mon, let's at least treat that before it becomes infected…"

At her direction, Peter rolled up his suit a bit to expose the wound. Gwen took an alcohol pad to it and began to cleanse the affected area. Peter, naturally, hissed and winced.

"Don't be such a baby." Gwen chided him, cleaning the wound out. Her hand was trembling a bit as she did so, her pupils dilated just a bit. "You're pretty cut, you know."

"I work out…a little bit." Peter said. He hadn't before so much, but to keep up with the physical demands of his alter ego, he had found himself hitting the gym a few times a week. Oh, goodness, the funny looks he got…

"I've seen guys work out. Nobody can pull off some of the stuff you do." Gwen said, giving him a look as she got out a gauze wrap and scissors, cutting off enough to cover up the wound with. "Well, maybe Captain America and guys like him, but it's not all that common."

"Well, I'm not exactly a common guy." Peter said.

"Clearly…" Gwen said. "Swinging around New York like you do. But I'm guessing you're not the product of some serum…and your suit doesn't look all that high-tech."

"Oh, please! I _wish_ I was Tony Stark." Peter said, laughing a little. "No, I'm just…me."

"Well, how'd you go from man to Spider-Man?" Gwen asked as she smoothed out the attached gauze wrap. Peter could feel her hand still trembling a bit, likely in awe of his radioactive-spider given form.

"That's…a long story." Peter said as he rolled down his top again, the exposed white of the gauze quite a contrast to the red and blue of his outfit.

"Does it look like I'm that busy?" Gwen asked, laughing a little after she had moved her hand away.

"Well, as much as I hate to run, I am." Peter said. "I've been trying to track down that thing when I accidentally let it into your apartment building…sorry about that, by the way…and now I have to go _back_ and try and chase it down."

"Why?" Gwen blinked, staring in shock at him. "That thing nearly killed you back there."

"Because that _thing_ is a Doctor Curt Connors." Peter said. "And I need to get him an antidote in order to save him."

"Well, you'll need some help, won't you?" Gwen asked. "That thing…I mean, you can't fight it on your own…"

"Trust me, I tried getting help, it didn't go too well last time." Peter said, remembering well the '_help_' he'd gotten from Norman Osborn. Not that he expected such treachery from Gwen, but he didn't want her getting caught in the crossfire of this. "Please, Gwen…just stay out of the way. Let me handle this."

"Fine. On one condition." Gwen said. Peter tensed as he looked to her, waiting for what she would request of him. "Tell me who you are."

Peter knew that was coming, and it tore at him. Part of him, and quite a strong part at that, wanted to spill the beans, wanted to pull off his mask and tell her everything. But that part of him wasn't prevailing. If he could ever tell her, now wasn't the time.

"Your friendly neighborhood Spider-Man?" Peter offered weakly, his cheeky smile unseen through his mask.

"…I don't see that catching on." Gwen said.

"Meh, probably not." Peter said.

"Well, I _guess_ I can let you go without handing you over to the cops." Gwen said.

"I really appreciate that." Peter said, nodding to her.

"Sure thing." Gwen said. "Just…if there's a way to save Doctor Connors, do it. He's very important to Peter."

'_He sure is…_' Peter thought, but all he did was nod and told her, "You got it." He said as he walked over to the window and pulled it open. "I'll…see you later, maybe." He said.

"Yeah…sure." Gwen said, watching him as he hopped out of the window and out into the city.

* * *

"So, I see you have trapped the beast…"

"So we have…" Norman Osborn said. Already, Sergei didn't like the man. Nevertheless, he had to admit the man knew how to set up his traps. The several armed men around him were a clear indication that the Lizard was not the only beast in a cage at the moment.

'_How unfortunate for them…_' Sergei thought as the men around him looked just as nervous as they should have felt right at that moment. He, on the other hand, exuded a cool calmness. It wouldn't do for the hunter to be panicking surrounded by such prey.

"And I assume you believe you have trapped me?" Sergei asked, eying the man in the wheelchair.

"Oh, no." Norman said, shaking his head. "No, I know far better than that, Sergei…far better. I've seen the video clips, read all of the reports on you. No less than eighty-nine violations of international law in every continent on this planet. And simply for the pleasure of the hunt…"

"The _glory_ of the hunt!" Sergei grinned, shameless in his enjoyment of his pastime. "Have you ever been out in the wilds, Osborn, thick in the middle of creatures that could, at any moment, reclaim your bones into the Earth? Knowing that every moment, every breath you took, was another victory in your mere survival? Of the triumph you felt in defeating such a foe?"

"More than you know." Norman replied. Sergei could detect no lie in the businessman's eyes, though Kraven knew that Norman had fought and carved out his empire in a very different wild than the one he was so used to. "But I came to offer you a proposition, from one hunter to another."

"I will hear it." Sergei said, though he offered no more than that. If he did not like what he heard, that was going to be the end of it, whether or not Osborn liked it.

"I want you to kill _that_." Norman said, pointing out the feasting Lizard in the small pen beneath them. "And I want you to bring me Spider-Man…alive."

"Alive?" Sergei questioned, an amused smile pulling on his lips.

"Is there an echo in here? _Yes_, alive!" Norman snapped. "But don't think this would be a task without a clear reward." He snapped his fingers, and Sergei watched as a large, black briefcase was wheeled up and opened, revealing several unmarked American dollars.

"Eight point five million," Norman told him, "and that's just the first half. The second will be delivered to you as soon as I have Spider-Man in a cage." Sergei looked at the unmarked bills. He had, of course, been paid to hunt creatures, to bring them in as trophies for other collectors, but he had never brought in a target alive.

"No." Sergei said.

"No?" It was Norman's turn to be the echo this time, staring Sergei as though he'd lost his mind. "You can't?"

"I won't." Sergei said. "Honor dictates that Spider-Man die an honorable death. Such do I owe my opponent."

"Oh…the _honorable_ hunter, are you?" Norman asked.

"Very much so," Sergei said, "Never have I slain a beast that could not just as easily slay me."

"So all for the fair fight, I presume?" Norman asked.

"Always," Sergei said, "and Spider-Man has proven himself worthy of such a fight."

"I'm sorry to hear that." Norman said, his head turning to his armed thugs. "Kill him!"

'_Shame he's putting them at such a disadvantage…_' Sergei immediately leaped over the hail of bullets that followed, his momentum carrying him in a run across the wall as he dropped onto the shoulders of one of the men and disabled him with a quick punch to the face, jumping from him as he fell to ground and landing behind another who he grabbed and hoisted up into the air like a toy, throwing him to knock down two others and send them to the near wall in a heap.

A wild ferocious burned in his eyes as he gazed upon the other men, who were attempting to reload their guns as they stared at him wide-eyed, their nerve gone.

"You think me the prey…" Sergei spoke low, but the clicking of the magazines and the heavy breathing of the other men was soft enough that he could be heard. "But really…_I_ am the hunter…and this is _my_ jungle!"

He charged them right as another hail of bullets was fired.

* * *

"_Police were called to an Oscorp warehouse in lower Manhattan at around ten forty-five following a call reporting shots were fired in that area._" Gwen read the newspaper. "_Police were greeted by one Sergei Kravinoff, alias "Kraven the Hunter", who managed to evade them after a short chase. He is considered armed and extremely dangerous._"

"Heavy…" Peter said. '_So Kraven went after Norman…why?_' He thought, attempting to rationalize it in his head.

"_Oscorp Industries CEO and Chairman of the Board, Norman Osborn – who was in his Queens home at the time – has been personally tending to those injured in the incident._"

"Strikes me as quite the humanitarian…" Peter said, rolling his eyes.

"Well, that's him." Gwen said, setting that day's copy of _The Daily Bugle_ aside.

"Well, ever since he was in that…what was it? The _industrial accident_?" Peter asked.

"That's what the report said, yes." Gwen said, her voice dropping into a whisper. "But I've heard through Dad that something happened the night that Mr. Osborn was crippled, in that same warehouse."

'_Oh, something did happen, Gwen._' Peter thought, but telling her so would just raise too many questions. And he'd done enough of that the night before. All he managed was a, "Oh?" He spoke inquisitively, or at least trying to sound inquisitive.

"Yeah…and I've heard that that Lizard…thing…was what crippled Mr. Osborn." Gwen said.

"That's terrible." Peter said, wincing a bit, hoping his performance was convincing. He had, of course, been right there too see the Lizard slamming Norman right into the railing that had crippled his legs, and had been far too slow to react and save the man.

"And the witness statements said that Spider-Man had been there." Gwen added.

"Oh. Him, huh?" Peter asked, raising a brow. "You got a crush on that crazy guy in spandex."

"Oh, no, not even." Gwen said, laughing a little. "He's just…he's a hero. It's kind of hard not to admire that."

"So you don't think your dad is right?" Peter asked.

"I think he is, kind of…" Gwen said. "But I also see where we need Spider-Man. I mean, it's not like those Avengers guys are always around. It's nice to have someone who _can_ handle things when there's a need."

"Yeah, I guess it is." Peter said, nodding in agreement. '_Well, at least I know for sure that Spidey has one fan._'

"So, _anyway_," Gwen said, leaning over on her boyfriend, "what's been going on with you, lately?"

'_Well, I was bitten a few months ago by a radioactive spider, I swing around Manhattan fighting crime in effectively a unitard, and my boyhood hero is a giant lizard running around the city and being chased by a crazy dude in an outfit that Lady Gaga would reject…_'

He _wished_ he could tell her all that, but he just shrugged. "Nothing, really." He said.

"Nothing?" Gwen asked.

"Oh, c'mon, Gwen. You see me almost every day." Peter laughed. "I'm boring." '_Except for the absolute_ coolest_ things about myself that I can never tell _anyone_.'_

"Oh, Peter, you're never boring." Gwen chuckled.

"I'm not?" Peter asked, tensing a bit as he wondered just where she was going with this.

"Nope." Gwen said, smiling as she snuggled up against him. "You're perfect."

"Perfect?" Peter laughed. "Oh, Gwen, I'm not perfect."

"I disagree." Gwen said, smiling and flipping open one of the textbooks. "Now c'mon, no more arguing, Pete. We've got studying to do."

"Right, right." Peter said, nodding. '_Guess she's never going to know how perfect I'm not…_'

"_Disturbance reported at the Mt. St. Mary's Cemetery. All units in the area, please respond to…"_

"Oh, sorry…that must be my Dad's CB…hang on." Gwen said, walking over to go and turn off the device sitting on the cabinet nearby.

"Hang on a sec." Peter said, raising a hand to tell her not to. Gwen gave him a strange look, but she did stop, and they heard the voices continue.

"…_suspect's description matches that of Sergei Kravinoff. He appears to be engaged in combat with a…large…scaly, reptile man…"_

"Oh, crud, I just remembered!" Peter said suddenly, snapping his fingers. "I have to pick up some bread for Aunt May."

"What…now?" Gwen asked, skeptically raising an eyebrow.

"Yep…I'll be back as soon as I can." Peter said, leaning over and giving her a quick peck on the cheek before he bolted for the door, leaving a confused Gwen in his wake.

* * *

And landing on a car later, Peter knew he was probably going to pay for his quick departure later. '_Ah, well. Such is the life of a costume vigilante…_' His eye roll unseen under his mask as he saw scanned the police cars lined up around. '_Impenetrable deadlock…for people on foot._' He shot a webline to a low-hanging tree branch and headed leaped over the high fence. He gazed around, hearing the sounds of a fight going on further in. And so, he moved quickly past the line of gravestones and small tombs, eventually being greeted with the sight of the Lizard being thrown into a headstone.

"Seriously, have you no respect for the dead?" Peter sighed, shaking his head.

"They sleep, and know nothing of the respect they are given." The ever so charming voice of Sergei Kravinoff purred as he walked forward. "Good to see both of my trophies lined up for me to claim."

"Yeah, buddy, not happening." Peter said. "I came here to bag me a Lizard."

"Then we shall compete." Kraven retorted. "And I shall take _your_ hide as well, one hunter to another."

A roar from the Lizard came before more witty banter could be issued, and both combatants turned to face the beast as it charged forward. Peter leaped over a gravestone, aiming a kick right at the Lizard's chops, which it took pretty well, and returned his kindness by taking a bite at his leg which he was barely able to dodge.

'_Okay…not good._'

Kraven, on the other hand, seemed to be holding back. He exuded a cool calm that Peter just found downright unnerving. This guy was just in his element, completely at peace even at this incredibly tense situation.

The man's body was a weapon in and of itself as he moved against every move the Lizard made, as if he were somehow predicting them before they had even happened. His fists slammed right into the creature's, throwing it almost completely off-balance before a sweeping kick sent it flying back into another headstone and this time sent it skidding a few feet.

"Huh…guessing you do Pilates?" Peter quipped.

"Enough talk, I have a trophy to claim." Kraven retorted.

"Whoa there, Ted Nugent," Peter said, shooting a webline to restrain Kraven, "that reptile's mine."

"You have no right of ownership of the beast." Kraven pull his arm free, breaking the webbing.

"He's not a beast! He's a man!" Peter snapped.

"What?" Kraven asked incredulously.

"He's a sick man." Peter said. "And I have the antidote to cure him."

"What nonsense is this?" Kraven snorted. "You lie and mock me and think I will suffer such slights! Do you think I-"

"**THIS IS THE NYPD! YOU ARE COMPLETELY SURROUNDED! GET ON THE GROUND WITH YOUR HANDS ON YOUR HEAD!**"

"Oh, _now_ you guys decide to show up!" Peter rolled his eyes, hearing the sounds of some of the Big Apple's finest moving into position as he looked to see Kraven taking off and the Lizard already having done so, catching the swish of its tail as it bolted from the clearing. It didn't take him any time at all to decide who to follow. "Oh, no you don't Doc…" He muttered, propelling himself off through the trees after him.

Right out of the cemetery and back into the city for them, Peter soon managed to get enough speed to almost catch up with his quarry, able to keep it in sight as he followed it through the city.

'_Good Lord, does he never get tired?_' Peter thought, using all his strength to just keep up with the Lizard. Dodging a flag pole here, a metal beam there, and soon he found himself heading into a construction site. '_Oh, not good…_' Peter swung around the scaffolding, aiming his legs in a kick at the Lizard's back, sending it toward the ground…ish.

The thing was down on one of its scaly knees, looking as though it were gasping for air.

'_The mutation can't have overtaken him…can it have?'_ Peter thought as he reached into the belt pouch that contained the anti-toxin once again. '_Hang on, Doc…I've got what you need right here._' Of course, no sooner had that thought passed through his mind did his Spider-Sense go off, and he dodged to the out of the way as the Lizard's tail came back in a sweep and then to his right as the beast turned and slashed a claw at him, managing to tear through his back.

And the syringe slipped from his fingers, smashing against a nearby wall before he could retrieve it.

"NO!" Peter shouted as the contents of the shattered vial dripped to the ground in a puddle. He didn't have much time to mourn the loss of the solution, however, as he saw soon dodging an angry and attacking Lizard. "Doctor Connors, stop!" He said, dodging another swipe and landing against the nearby wall, going to desperation at this point. But the beast would not listen, and continued its attacks.

"Doctor Connors, stop! You've got to listen to me!" Peter insisted. "I know that some part of you still has to be in there!" But unlike the first time he attempted this, the Lizard did not even seem to respond to him, still attacking. "Let me get you to Oscorp…we can work out an anti-toxin there…"

"_Oscorp_…"

Peter blinked. The Lizard had stopped. Had it…just spoken?

"_Oscooooooooooooorp!"_ The Lizard snarled, strained words coming from its maw. Peter was surprised the thing even still had human vocal chords in any working shape.

"Uh…Doc?" Peter managed to break himself out of his stunned state, realizing that the Lizard hadn't attacked him in nearly a minute. He dropped from the wall where he had been hanging a moment before and took off, following the now bolting Lizard as he careened away from the site, back towards a nearby alley. "Okay, you're getting a little too old for hide and seek, Doc!" He said before bolting after him.

The alley he found was abandoned, the manhole cover having been torn out and thrown aside moments before he found it.

'_Damn it…lost him._' Peter thought, gritting his teeth. The Lizard could literally be _anywhere_ in a matter of minutes, seeing how well it had learned the sewer system.

"So the Beast is not as animal as I believed…" Peter turned immediately to the sound of Kraven's voice.

"What?" Peter asked, staring at the man as he approached.

"You are hurt." Kraven said. "Come with me…I shall heal you."

"Uh…you've tried to kill me." Peter said. "Why would I come with you?"

"I am an honorable hunter, Spider-Man." Kraven said. "And I shall not kill a wounded animal, lest to put it out of its misery. You have deserved at least a chance at being saved. When this is done we shall pursue this…Doctor Connors."

'_Okay, _this _is new…' _Peter wasn't so sure about this, about Kraven's sudden change of heart or about his offer for aid, but he just nodded.

"Alright." Peter said.

* * *

**A/N: Long chapter again! Hehe And now, Kraven the Hunter, a most unlikely ally! Has he seen the error in hunting the Lizard? Or is it merely another snare set by the hunter for Spider-Man to fall prey to? Find out in the next exciting chapter, coming…whenever I manage to write it.**

**Oh, and as of this posting I have seen "The Amazing Spider-Man", which I thoroughly enjoyed. More so than the Sam Raimi…two films that people care to acknowledge…so, go ahead and get your hate ready, I don't mind. Regardless, that movie will not be affecting this fanfic, much like the Avengers movie has had little to no effect on my Avengers fanfic (which I will we getting back to, promise). Anyway, see you all next time!**

**Oh! And bonus points to anyone who can pick out my INCREDIBLY SUBTLE Stan Lee cameo...*cough* TTFN!  
**


	8. Caught in the Hunt

**A/N: And now we see if Spidey's got a brand new ally…or if he's just falling right into the jaws of danger. And even if he **_**does**_** have Kraven on his side, will the two of them be able to stop the Lizard and save Doctor Connors? Or will things go from bad to worse? Find out now…**

**Chapter Eight**  
Caught in the Hunt

"There…was that so painful?"

Peter was impressed with the set up that Kraven had. The apartment was lined from wall to wall with various pelts and even taxidermies of all sorts of creatures from across the world. More interesting, however, was the various strange potions and concoctions that Kraven had at his disposal to heal wounds. His Spider-Sense had not gone off once since their encounter in the alley, but Peter was still on high alert even as Kraven was simply putting away the balm he had just used on Peter's wounds.

"Umm…I guess not, thanks." Peter said. '_This is incredible!'_ He thought, seeing that his wounds had not only stopped hurting – his wounded state gradually becoming less so – but they even seemed to have had their healing process jumpstarted.

"A gift from a shaman I met in the jungles of Africa." Kraven said, wearing a smile. "I was given them for slaying a lion that was terrorizing his village. In return, however, I was only to keep their secrets to myself, and to a select few."

"I'm guessing I qualify for that." Peter said, raising a brow that, again, was unseen under his mask.

"You have proven to be a worthy foe, Spider-Man." Kraven said. "You risk all to save this…Doctor Connors. You have even saved my life."

"Yeah, how _did_ you survive that swan dive from thirty-five stories up?" Peter asked, wondering about that ever since he had first encountered the Hunter. Kraven just chuckled, shaking his head, and Peter knew he wasn't going to get an answer. '_So much for that…_' He thought, but simply shrugged. "So…do we have a next move?"

"That creature spoke of Oscorp." Kraven said. "I can only assume he plans to seek out someone there."

"Norman Osborn, most likely." Peter said. Still, though, he didn't really know why. Was the Lizard forcing up some part of Connors' psyche that was wanting…revenge, perhaps…against Osborn? And why? "I'm not sure why, though." He added. "But that is the most likely suspect. Osborn responsible for some of the funding of Connors' experiments into _Prometheus_."

"Then it is he who we should be asking questions of." Kraven said.

"Easy, pal. We can't just storm in the front door." Peter said. "We'll have to take a more subtle approach."

"I'm afraid the time for subtly has passed." Kraven said. "The beast will already be making its way to Osborn."

"Then we don't have a lot of time." Peter said, getting up from the couch where he had been sitting, his suit top now back on. "We have to get to Oscorp Towers yesterday…"

"Indeed." Kraven said, standing and readying himself. "Do not think this is the end of our bout, Spider-Man. Though I am a friend today, and I will aid you in saving this man, there will come a day when we will battle…and I will take your pelt."

"Oh…thanks…" Peter said, tensing a good bit at the man's words.

"It is the least I can give such an honorable opponent." Kraven said with a shrug and a perfectly friendly smile as he walked from the apartment.

Peter could have _sworn_ he felt his skin crawling.

* * *

"Mr. Osborn, the environmental controls are being overridden."

"What?" Norman's eyes narrowed at the man who had just run into his office. He had to admit, the place was starting to feel a little bit more humid.

"The environmental controls for the building are being overridden, sir." The man reported. "The temperature has just risen twelve degrees in the last ten minutes."

"Yes, I know." Norman snorted derisively. "Any idiot could tell that."

"Y-Yes, sir." The reply came. "W-W-We're attempting to get back into the system."

"See that you do." Norman said. "I would hate to burn to death up here…you're dismissed."

"Y-Yes, sir." The man quickly darted out. Norman just rolled his eyes, discussed, taking off his suit jacket and setting it over his desk, his hands whipping to the wheels of his chair, maneuvering him away and toward the far wall. At the Warhol he had on the wall, Norman managed to lean up enough to touch the small button at the bottom of the frame, the portrait sliding away to reveal the door of a safe. His hand came up, working the dial into the proper combination that had been so easier when his legs had worked.

The safe popped open, and from within he pulled the container of vials filled with the solution that Strom had worked out. '_Connors won't be coming back to cause us any more trouble…_' He mused as he gazed upon the dark green liquid, an offshoot of _Prometheus_ that he was calling _Caucasus_. According to Strom, the solution would weaken the Lizard and, perhaps, even reverse the mutation…until Norman had put in a few additions of his own to the formula. '_Shame to get rid of Connors, he has such a brilliant mind about him._'

His only regret was that Strom hadn't had this solution ready during his little encounter with Sergei Kravinoff, but it was just another loose end to tie up. If Norman knew the creature, and he knew well that he did, the thing would have his scent by now and would be on the prowl.

'_Unless it's already here…_' Norman thought, quickly resealing the safe and taking the solution with him in his lap. He immediately returned to his desk and pressed the speaker button on his phone.

"All Oscorp Staff…All Oscorp Staff. This is Norman Osborn speaking. All security, please report to Tech Lab One and see Doctor Strom." He called over the intercom system. "All other staff, return to your regularly scheduled assignments and await further instructions. I repeat, all other staff, return to your regularly scheduled assignments. That is all." No sooner had he removed his finger from the key on his phone did a call come through, from Tech Lab One of all places. "Go on, Strom."

"_Norman, please…we haven't even begun weaponizing the solution…_"

"Then I suggest you move quicker, Doctor Strom," Norman said, "I have a feeling we will be having a visitor soon, and I want my security teams ready to receive him."

"_I…who are you expecting, Norman?_" Strom hesitated, clearly rather frightened.

"Don't concern yourself with it." Norman said. "Just have the _Caucasus_ weaponized and ready to go within the hour. Sooner if you can manage it."

"_But Norma-"_ Norman cut the connection, cutting Strom off. He didn't have the time or the patience for _buts_. This needed to be done. If he could manage to depower the Lizard, he could remove the last of his two loose ends. Sure, Sergei had been able to take down some of his elite squadron and get out of that warehouse fairly unscathed, but Norman had underestimated his opponent. It wouldn't be happening again.

* * *

As for Spider-Man, well…who would believe some freak running around wearing a mask anyway?

An international criminal, a masked vigilante, and a mutated doctor were all that stood between him and getting clear of any of this being found out.

'_The odds are in my favor…_' Norman reminded himself. '_And the house _does_ always win, after all…_'

"There she is, Oscorp Towers." Peter said as he landed on a rooftop adjacent to the towering building. The place made the across the city structure known as the Stark Tower look positively miniscule by comparison

"And either within or beneath is the Lizard." Kraven said as he, too, gazed upon the structure.

"Well, if he were within, I think we'd know by now." Peter said. "But if I'm right, then he's going to be close by. I think we should split up."

"I shall go into the sewers." Kraven said, nodding to him. "Attempt to head the beast off if possible."

"Don't attack it." Peter said. "If I can get into the Oscorp labs, I should be able to cook up another antidote."

"You mean you don't have one?" Kraven asked incredulously, turning on Peter and very nearly seeming to glare.

"The one I had was smashed thanks to tall, dark, and scaly." Peter said. "But it shouldn't be too much to whip up another one. I'm sure that Osborn is still testing _Prometheus_." '_In spite of everything that it's done…_' He added in his thoughts. The whole thing reminded him of _Frankenstein_, just with the titular scientist being the monster he had created.

"Very well." Kraven said. "But know this, Spider-Man…if your…_solution_…fails us-"

"It's not going to fail!" Peter cut him off. "Now, let's go." Kraven gave a look before he turned and leaped off the rooftop and dropped into the nearby alley. '_Alright, Webhead…let's do this. Just breaking into Oscorp…should be no problem._' He thought as he shot off a web and swung from the roof toward the other building.

* * *

Sneaking through a heavily guarded building wasn't too hard, especially when you can stick to the ceiling, that's always a plus. Peter crawled along over the heads of the unsuspecting people below, whose eyes for some reason just couldn't catch the sight of a man in red and blue tights up above them. '_Seriously, I really don't get it…_' He thought absentmindedly as his eyes passed over a sign that was pointing him towards "Tech Lab One".

He followed the arrow from the sign that lead him down towards the lab. His Spider-Sense not picking up any immediate danger, he dropped to the floor in a squat, taking a quick look around before he walked up to the door, which slid open upon his approach. Still, his sixth sense wasn't triggered. '_Okay…_' Peter thought as he carefully stepped inside the lab.

The place was deserted, but like the rest of the building (he noticed) was hotter than hell. '_Somebody screwing with the temperature?_' He thought. Then, another thought occurred to him. '_Reptiles prefer warmer climates...Connors might already be here._' His eyes went wide as he journeyed more quickly into the room, moving at top speed to find the animals affected by _Prometheus_ and get the antidote made. As he stopped at a nearby table, his Spider-Sense suddenly went off and he backed away from it, almost sure he had triggered something. But he heard a loud siren and could hear the sounds of several metal doors slamming shut outside.

"_All Oscorp staff…I repeat, all Oscorp staff, this is Doctor Strom speaking. We have an intruder in the building. All staff, please remain in your duty stations and follow the directions in the maroon folder. I repeat, please remain in your duty stations until further notice. That is all._"

'_They can't already know that I'm here…can they?'_ Peter thought, expecting to hear the thundering of marching feet coming his way at any moment, but he heard nothing. '_Gotta find those cages…_' He reminded himself as he moved around the lab attempting to find them. Any guards that showed up he would have to deal with when they got there.

* * *

'…_And in an as yet unexplained turn of events, it looks like Oscorp Towers has completely closed down, the building's internal lockdown having shielded off the building completely from the inside._'

"What?" Gwen's head whipped over as she heard the announcement, reaching over for her remote and turning the television up.

'_No word has been heard from outside, but we do know that industrial and Oscorp CEO Norman Osborn _is_ inside. A representative of Oscorp, claiming to have spoken with Mr. Osborn recently, has said that there's no cause for alarm.'_

Her phone was ringing. Gwen picked it up, seeing it was Eddie on the Caller ID, so she answered.

"Eddie, are you watching this?"

"_Watching what?_"

"Channel Seven. The news."

"_Oh. Hang on…_" Gwen could hear in the background Eddie picking something up and then silence for a moment before she heard the anchor jabbering away on the story of what had just happened. '_No way! I have to get down there!'_

"What for?" Gwen asked.

"_It's news."_ Eddie said. "_I get a couple of good shots, Mr. Jameson might actually _admit_ that I have a job._"

"Okay…well, let me come down there with you, at least." Gwen said.

"_Alright. What could possibly go wrong?_"

"Eddie, don't ever say that again." Gwen said. "I'll see you downstairs in about five minutes." She said.

"_Okay._" Eddie said, hanging up and Gwen slipped her phone back into her pocket, going to get ready.

* * *

The cages weren't too hard to find, finding a syringe proved just a bit more difficult. He found himself stuck at the dispenser, which was obstructed by a keycard slot.

'_Well…crap…_' Peter thought as he tapped his chin, gazing at the thing. Surely he could force his way in. The door was just reinforced glass, nothing to him…but surely that would trigger some sort of alarm or defense system, or something. '_Well, nothing ventured, nothing gained…_' He thought, balling up his fist and pulling back a punch, slamming his fist into the glass once, twice, thrice…before it finally gave way. '_Seriously…oww!_' He winced, glad that the impacts hadn't torn his costume…or his skin. Still, there was a bit of pain that shot through his arm, nothing that would hinder him, however.

He pulled one of the syringes from the case, examining it. Thanks to its former resting place, Peter knew it was already sterilized and ready to receive the solution.

'_Okay, guys…how do you want to do this? One Little, Two Little, Three Little Indians?_' Peter thought sarcastically as he moved over to the cages once again, pressing a button that opened the top grate and revealed several of the rabbits that had been injected with _Prometheus_.

"Alright…" Peter muttered to himself. "Easy does it…" He said as he leaned down and carefully petted one of the rabbits, his other hand reaching down with the syringe to take a sample…

* * *

"Peter, where are you?"

"_Right up near Oscorp Towers…uh…is something going on?_"

"Yeah, there are police all over the place." Gwen said as she walked along with Eddie, who was getting shots of the aforementioned police as well as of Oscorp Towers, which was now completely sealed up from the outside from the look of it. "The building's been sealed. What side of it are you on?"

"_I don't know._" Peter said. "_I was heading back to your place from Aunt May's and I got turned around by the barricade…any idea what's going on?_"

"No." Gwen said. "Is something wrong, Pete? You seem like you're breathing hard."

"_Sorry, just…panicked._" Peter's voice came through her phone. "_I gotta go. I'll try to find you and Eddie. Just be careful, okay?_"

"Peter, you know we-" Gwen started to reply, but then heard that Peter had hung up. "I swear, does _anyone_ say "Goodbye" anymore?"

"Not lately." Eddie said as he took a shot of the building exterior, his camera hanging around his neck by the strap as he went to flag down a policeman for information. "Hey, officer! Officer! Eddie Brock from the _Daily Bugle_, any word on what's going down in Oscorp Towers right now?"

'_I hope Peter's okay…_' Gwen thought, wondering just what Peter could have possibly been doing at a time like this to seem so stressed. Her eye caught another part of one of the Towers, a small door off to the side that wasn't locked up like the rest of the building, nor was it receiving attention from the police. "Eddie!" She hissed, getting his attention after he had been turned away by the officer he'd tried to flag down.

"What?" Eddie asked.

"How about we go in? Get an inside scoop?" Gwen asked, subtly gesturing to the door she had just noticed.

"Might be dangerous." Eddie said. "Could be a biohazard or something…"

"Oh, yeah…" Gwen said, frowning.

"The risk isn't worth the reward…" Eddie said, shaking his head, suddenly turning and aiming his camera at the door, snapping a shot as he saw several men in black jumpsuits heading toward the door. "Wait a second…"

"What?" Gwen asked, following Eddie's line of sight to see the men as well. "Who are they?"

"I don't know." Eddie said, focusing in with his camera on one of the shoulders of the men standing there. "That's the SHIELD insignia."

"SHIELD?" Gwen asked, confused. "What would they be doing here?"

"Don't know." Eddie said. "But they seem to be going in without hazmat suits." He pointed out the men entering the place one by one, each of them drawing a weapon as they did so.

"Then maybe we should be following to," Gwen said, "C'mon, Eddie. Scoop of the century." She said, heading off to work her way around the crowd.

"Gwen! Gwen!" Eddie hissed as he grimaced and quickly moved to follow her.

* * *

"Norman, I don't think-"

"I pay you to think in a lab, Strom, not correct me on this."

"But Norman, the effects of _Prometheus_ alone haven't been properly tested, much less anything on _Caucasus_." Strom insisted as he walked alongside Norman, who had just returned all but one of the vials of the second solution to his safe and was currently putting it into a syringe.

"I'm afraid we're going to have to take the wheels off." Norman said with a shrug. Strom didn't like that in the least. "I'm sorry, Mendell, but we've got to get this dealt with before it becomes even more of an issue."

"What happened to you, Norman?" Strom asked, his eyes narrowing on his oldest friend. "You never would have gone to such lengths before."

"Sacrifices must be made, old friend." Norman said, the syringe readied as he set it in his lap and wheeled himself over to the door. "For the good of Oscorp, this has to be taken care of." Strom couldn't disagree with that logic, Oscorp was hard pressed enough as it was. With Stark Industries out of the weapons business, the only real competitor was now Fisk Enterprises, and the gap between the two had gotten far too wide in the last few years. "_Prometheus_ is just what we need to get ourselves back on top." Norman added. "But we need to get rid of the…_first_ test subject. And that has to be done now."

"Right." Strom sighed, pushing his glasses back up the bridge of his nose. "Then…let's go do that."

'_Okay…almost a half hour and no sign of the Lizard or Kraven…_' Peter thought, hating to think what might have happened in the sewers below. But the fact that he hadn't been immediately found and ousted as an intruder was something. '_Wonder how long that'll last._' He sighed as he headed back to the door, reopening it and moving out into the hallway once again.

And that's when he saw a familiar bunch of scaly flesh flying past his head.

"Well, nice to know _some_ things are consistent…" He muttered as he saw Kraven running through the corridor toward the fallen creature. "Kraven! I've got the antidote!"

"Then let us prepare to use it." Kraven called back.

"I'm afraid you won't be doing that." Peter heard a familiar voice as his Spider-Sense went off to the tune of a round being clicked into the barrel of a gun. He turned around to see.

"Dmitri?" Kraven started. "What is the meaning of this?"

"The meaning of _this_, brother…" Dmitri sneered, his cold, dead eyes turning on his brother "Is the end of your foolish games! I have had enough!"

"Games?" Kraven replied indignantly.

"You have squandered our family's wealth and muddy our name with your obsessions!" Dmitri sneered. "You are not fit to carry the name of Kravinoff! And it is up to me to give _some_ semblance of greatness back to our name!"

"So you have come into this place of your own accord-"

"Of my own accord?" Dmitri laughed, cutting off his brother. "I was welcomed in with open arms…it seems like dear Mr. Osborn wishes you dead. And I am only too happy to oblige him…"

"Should I leave you two alone?" Peter cut in this time, looking between the two.

"Your sarcasm is unappreciated, freak." Dmitri turned his gaze to Peter. "This is a family matter." The gun was turned on him. "And I will dispose of you just for the sake of-"

The Lizard cut Dmitri off, leaping back down the corridor from where Kraven had jettisoned him, snatching the man by his bald head and throwing him further down the hallway, where he fell and laid still.

"NO!" Kraven roared and leaped forward.

"Dude, um…he was going to kill you!" Peter snapped.

"Alright, everyone please remain where you are and don't move!"

Another voice joined the group, and Peter turned to see several men in black jumpsuits standing with various firearms drawn.

"We appreciate the enthusiasm, but the Bond Girl auditions are in the Atrium." Peter quipped.

"We're not here for that." A bald headed man in a regular black suit and red tie spoke, coming to the head of the group. The Lizard, which had stared at the newcomers – or, as it was equating them, meals – for the longest moment before it leaped at the agent that had just spoken.

The agent responded by firing three precise shots that, to Peter's great surprise, hit the mark dead on and sent the beast flying back.

"You just killed him!" Peter snapped.

"I'm Agent Coulson, of SHIELD." The agent said coolly as he holstered his gun.

"You just murdered an innocent man in cold blood!" Peter nearly shouted, angered.

"The beast is not slain." Kraven cut in, and Peter turned back to see the Lizard was indeed rising to its feet in spite of the shots it had just taken to the head. The rest of the mooks turned their weapons on it and began firing, forcing the Lizard to retreat down an adjoining corridor. Peter immediately moved after it, then suddenly felt a hand on his shoulder. Looking back, he saw that it belonged to Agent Coulson.

"Umm, hands off, pal. I've got a Lizard to cure."

"It can wait. We need to talk."

"You know what, I'll check my day planner and I'll try to get you an opening." Peter retorted. "Like I said, Lizard to catch." He shook himself free of Coulson's grasp and bolted after the Lizard.

"Spider-Man!"

Peter stopped halfway through a bolt as he saw two familiar people running in behind the SHIELD party.

"Gwen?"

It was indeed Gwen Stacy, followed by Eddie Brock.

"We came to help." Eddie said, panting a bit as he had his camera clutched close.

"This is just a _little_ out of your paygrade, sorry." Peter said. "Trust me, you two need to get out of here."

"We'll get them out of here." Coulson said, turning to the pair of them just as Eddie snapped a picture of the group of SHIELD Agents.

"What is SHIELD doing-HEY!" Eddie began to ask, his question soon turning into an exclamation of surprise as Coulson snatched his camera right off the strap around Eddie's neck.

"It's classified." Coulson said.

"You can't silence the press!" Eddie snapped.

"You're not the press, Eddie Brock." Coulson said. "You're a kid with a camera. Now get out of here before I get my men to escort you from the premises."

"Guys, just go." Peter said, nodding to his two friends. '_C'mon, guys…please, please just go._' He thought, knowing he couldn't beg them as he was. Eddie looked irritated and Gwen looked almost hurt, but they both began to turn and head back the way they came, and Peter breathed a sigh of relief before bolting off after the Lizard.

* * *

Norman wheeled his way down the corridor.

"Do you hear it, Strom?"

"Hear what?" Strom asked, his ears still ringing from all the gunshots they had just heard.

"The beast is here…" Norman said. "Perhaps more of Connors seeped into it than we thought."

"Connors?" Strom asked. "You didn't tell me it was…Connors."

"You think he just disappeared off the face of the Earth, Mendell?" Norman asked, turning his gaze on his friend. "Knowing me, that's not _all_ that inaccurate, but really…"

"That…creature…is Curt?" Strom suddenly felt sick to his stomach.

"Oh, yes." Norman said. "And I am afraid that is how he has to stay. The world must continue to believe that Curt Connors is dead."

"Why can't we cure him?" Strom asked. "Didn't you work out the antidote? The _Caucasus_?" Norman just burst out laughing, a laugh that sent shivers up Strom's spine. "That is what it is…i-i-isn't it?"

"Oh, it's a cure…of a sort." Norman's smile was twisted and did so look as though it would split his face in two. Strom felt his heart sink.

"You mean to kill him…"

"He is too much of a loose end." Norman said. "If he were to be cured and if he remembers anything, he would be quite damaging to me." Strom knew that reasoning. Not damaging to the Company, or to _them_, but to _him_. "And I can't allow any more damage to occur."

"Norman, this isn't right…" Strom began to protest.

"Sacrifices must be made, Mendell…" Norman said, his tone not helping the quagmire of fear that Mendell Strom had suddenly found himself within.

"You would kill an innocent man to…Norman, this is unethical!"

"And you are _such_ a champion of all things pure and good, Mendell." Norman snorted. "Don't be ridiculous." Strom suddenly noticed that Norman was backing away.

"What are you doing?"

"Tying up another loose end."

It was as Norman spoke that Strom turned to find himself face to face with the Lizard itself.

"I…" was all he managed to get out before the creature was upon him, a bloodcurdling scream issuing from him as he became the beast's latest meal.

"Sacrifices…" Norman whispered as he wheeled himself away from the feasting beast, back into the corridor. "Must be made…"

* * *

Peter bolted in to see Osborn wheeling himself back his way and the Lizard chowing down on what looked to be another scientist.

"Mr. Osborn, I've got this under control." He said, rushing forward.

"Spider-Man!" Osborn exclaimed. "How did you get in here?"

"No time for that." Peter said. "I have the antidote!"

"Here, use this!" Osborn snapped, handing him a vial that Peter didn't recognize. "We were able to synthesize a stronger version of the antidote."

"Fair enough, I guess." Peter replied, though something didn't sit right with him about it. And while there didn't seem to be any immediate danger, Peter could feel the slightest hum of his Spider Sense when he held the syringe holding this new solution. "Guess I better get him while I can." He said, slipping the syringe into the pouch on his belt along with the other, moving to get in at the Lizard.

The beast's face was a bloodied mess, smeared red with bits of flesh all throughout its teeth as it dropped the bones, holding one of the dead man's torn, bloodied femurs in one of its claws.

"Okay, Doc…" Peter said. "Let's see if we can make you better."

"NO!" Peter's Spider-Sense went haywire and he leaped out of the way of a charging Kraven, who had slipped away to further stalk the beast. He now stared down the Lizard, circling it. "This beast has slain my brother! It shall answer for the crime!"

"Kraven, he doesn't know!" Peter insisted. "Nothing that's conscious within him is Curt Connors!"

"Then he shall die as the Beast he is!" Kraven roared as the Lizard snarled, charging him. The two met in a clash of flesh against scales, their limbs moving against one another's. Kraven moved with a heated precision, blocking all the Lizard's slashes and strikes while countering with several of his own, using his opponent's own momentum against it to send it tumbling backwards, leaving the stomach exposed.

Peter leaped forward with the syringe of the first solution, readying it for injection. To his great surprise, it hit its mark and he quickly pushed down the lever, emptying the contents into the Lizard. Kraven towered above them both, his hands having been raised to inflict more punishment upon the Lizard, and Peter watched for any sign of the serum working.

His answer came with his Spider-Sense going off and taking the Lizard's tail to the side of his head and being flung right through a nearby wall.

'_That…could have gone better._' Peter thought as he felt his feet buckling beneath him as he attempted to rise, holding his side that had just very quickly made impact against the wall. He saw the Lizard pulling the syringe out of its stomach, all but a few drops of the liquid having been dispensed into it. It seemed that the damage had been done, but there was no clear indication that the mutation was reversing.

It snarled and crushed the syringe in one of its mighty claws, the remaining liquid falling to the ground in a heap.

'_Okay, plan B._' Peter thought as he reached into the pouch on his belt that held the other syringe, readying it for use. Kraven, though, seemed to have other ideas, once more jumping the beast and grabbing it around its neck.

What the hunter obviously hadn't countered on was a series of even more spiky protrusions coming out from the Lizard's back. Peter heard a sickening squish as the Hunter's flesh met the spikes in several places.

"NO!" Peter exclaimed, watching as Kraven's eyes were wide in shock, his blood gushing out onto the Lizard's scales as the beast was trying to shake off his unwelcome passenger. Peter jumped forward, hoping to get at the Lizard's stomach with the new solution, but found himself knocked away once more, the syringe being knocked out of his grasp and sent flying away.

He didn't have time to see where it had landed before the Lizard was upon him, Kraven still dangling off of its back. The Lizard gave a loud roar as it raised its right claw to tear Peter's head clean off of his shoulders.

And the arm the claw was attached to suddenly began to scab over, the skin cracking and beginning to fall off in a heap. Peter could see the Lizard's body beginning to lose its scales, retreating into a more human texture. The jaws of the beast began to retreat, shrinking back into normal human teeth and its elongated snort rescinding (along with the rest of its head) into that of a human's mouth and facial features.

Peter nudged hard with his legs, sending the Lizard back as the spikes along its back began to merge with the increasingly more human skin, allowing the stunned and wounded Kraven to fall off and onto the ground. The reptilian features of the creature were gone as Peter saw once more, for the first time in weeks, the form of one Doctor Curt Connors.

"Doctor Connors!" Peter nearly shouted in his excitement, rushing over to the man.

"S…Spider-Man?" Connors' speech was incredibly slurred as his eyes once more gazed upon the world around him. "W-W-Wha-?" He managed to get out before he suddenly lurched, the contents of his stomach emptying out onto the ground.

"Oh, geez…" Peter moved back for a moment as Connors threw up the remains of the man that the Lizard had just eaten. He then watched as Connors promptly passed out, clearly shocked by what had just happened. Peter caught him behind his head. "It's just good to have you back, Doc…" He said, sighing with relief. He looked up to check on both Norman and Kraven.

Both the men were gone.

'_What?_' Peter blinked, looking to the floor where Kraven had lain only moments before and to the spot where Norman Osborn had sat moments before were empty. '_I only took my eyes off of them for a second!_' He looked down the corridor heading back, and the one heading off further into the building. But there was no sign of either of them.

* * *

The building lockdown was brought up and Peter carried the exhausted Connors over his shoulder and out to an ambulance that was waiting for the people from inside. He could see that several people had already been evacuated.

"Spider-Man!" Peter saw Eddie heading up.

"Ah, Mr. Brock!" Peter said. "Good to see you guys got out in one piece."

"Yeah, Gwen convinced the SHIELD guys to help us get everyone out through the door they'd opened." Eddie said, then saw Connors, his eyes going wide. "Is that Curt Connors?"

"Yes, and he's not in a good state right now." Peter said, bringing him over to the ambulance, where two paramedics came from as quickly as their feet could carry them. "Please help him." He said to the two paramedics, who nodded their assurance that they would.

"Hold it right there, Spider-Man!"

'_Oh, New York's finest here to cause issues again…_' He thought, rolling his eyes as he turned to see several police officers running up.

"We're taking you in!"

"I'm afraid that's out of the question." Peter turned to see Agent Coulson had come up along with two of his fellow agents. He pulled out his badge, flashing it to the two men. "Phil Coulson, Agent of SHIELD. I have orders. Spider-Man is ours."

"Uh, no." Peter cut in. "I'm not going with either of you." His Spider-Sense went off as he heard a gun click though, to his surprise, neither a member of SHIELD nor the NYPD was holding it.

Dmitri Kravinoff, having been placed unconscious – or so it had been believed – on a stretcher, had just snatched a gun from one of the officers running up and was now pointing it at Peter's head.

"Urod!" Dmitri howled as his finger slipped around the trigger.

And he received a slap to his hand, knocking the gun out of it, and then a smack across the face. It quickly became apparent that a nightstick had struck both his hand and face.

And the nightstick was in the hand of Gwen Stacy, who gave the man another smack across the face for good measure, now truly knocking him out cold.

"…okay, um…_daaaaaaaaaaayum_!" Peter exclaimed. And he noticed that not only he, but Eddie, Coulson, and the rest were staring on in stark surprise.

"What?" Gwen shrugged; handing the nightstick back to the officer she had filched it off the belt of. "He had a gun."

Peter just grinned.

"Regardless," Coulson said, regaining himself and turning back to Peter, "I need to bring you in. My superior wishes to have a word with you."

"Not today, sorry." Peter said, flicking his wrist and shooting a webline, propelling himself off and into the air without giving the chance for argument.

* * *

**A/N: In the next chapter, the conclusion. Will there be a sequel? What happened to Kraven? And what happened to Norman? You'll get the answers to two out of those three questions coming up next. Stay tuned!**


	9. Not the End

**Chapter Nine  
**Not the End

"_Mendell Strom has been implicated in the strange incidents that have occurred over the past few weeks, including the disappearance of ESU Biochemistry professor Doctor Curtis Connors and the industrial accident that crippled Norman Osborn._"

'_That _isn't_ what happened…_' Peter thought, gritting his teeth. '_Not that Osborn would take the blame for all of that…_' Peter had reasoned that Osborn had faked his little accident and had somehow _convinced_ Connors to take the formula that had led into all this mess. He was just glad now that Connors was recovering in a hospital bed. Peter had gone by to see him, but Connors had remembered nothing after the night he had injected himself with _Prometheus_, and claimed that even his memories of that night were hazy.

'_It's probably for the best._'

"_Believed responsible for the attacks that saw Oscorp Towers sealed up, as well as the deaths of nearly three dozen security as well as Mendell Strom is international criminal Sergei Kravinoff, aka 'Kraven the Hunter',"_

Peter saw as they brought up a picture of Kraven on the screen. '_I just hope he's okay._' He thought, though he really wondered why he did. Kraven had, after all, said he was going to kill him some day.

"…_who is believed to have escaped shortly after the lockdown was released on the building and has not been spotted since. If you have any information on Sergei Kravinoff or his whereabouts, you are encouraged to call 911. NYPD has made it abundantly clear that if you see this individual that you should keep your distance from him and immediately call the authorities."_

"Turn it off, Peter." Gwen said. "That whole thing was just a mess."

"Yeah, I heard." Peter said, snatching the remote up off the arm of the couch and pressing the power button, turning the television off. "Sad that I missed it."

"Well, I'm not so sure that you did." Gwen said, pushing a lock of hair behind her ear.

"Huh?" Peter asked. '_She couldn't know, could she?_'

"Oh, Pete, c'mon!" Gwen said, giving him a look. "How long have we known each other?"

"I don't know…since like…ever?" Peter asked.

"Since the third grade, Peter." Gwen said, arms crossing over her chest. "So…you think that making your voice a little deeper is going to fool me?"

'_Oh…crap…_' Peter froze, much like a deer in the headlights at this moment.

"You're Spider-Man, aren't you?"

"I…" Peter started to speak, not even sure what to say. If he'd been that careless, then who else would know? He hadn't even thought about it so much. Then again, Gwen was always smarter than him regardless.

"No, c'mon, say it." Gwen said, walking closer to him. "You have to be him. It all makes sense. The panicked breath on the phone, and like I said, your voice, it's got to be you."

"Gwen…" Peter said, heaving a deep sigh. "Don't you think it's a bit ridiculous?"

"Not at all." Gwen said. "And I can prove it! I cleaned up a wound of his, right here!" She pointed with her finger, touching the spot on Peter that she had indeed bandaged up. No doubt she expected to find a gauze wrap or at the very least a bandage or scar of some kind.

Thanks to Kraven's ointments, Peter had no need for a covering and barely had even a scar. Gwen blinked twice, not feeling what she expected as she stared down at where her finger met his body and trailed up to look him in the eye.

"I…" Gwen was barely able to speak. "I was so sure…"

"Sorry." Peter said, shrugging and giving a weak smile. "But I'm just me, ordinary Peter Parker." '_Don't pry into it, Gwen…don't pry into it…_' He thought, as if he could beg her not to push the issue. He didn't want her to get caught up in all of what his life in red and blue entailed.

"What?" Gwen stared at him for a moment more, then laughed, shaking her head. "No, no, don't be sorry, Peter. That was just…I don't know, I guess a weird moment on my part."

"It's fine, Gwen." Peter said, laughing a little. "No harm done."

"Well, maybe it's better this way." Gwen said, smiling, hugging her boyfriend around the middle.

"Oh?" Peter asked, looking down at her with a smile.

"Yeah." Gwen said. "Besides, I don't need _both_ the men in my life going out every day and maybe never coming back."

"Right, right." Peter said, feeling immensely guilty. '_I really should tell her…_' He thought. "Gwen?"

"Yeah, Pete?" Gwen asked. A multitude of thoughts went through his mind, thousands of potential scenarios and resolutions. Surely Gwen wouldn't rat him out to her father, she hadn't when he'd been in costume…but would it be different in this situation? Her knowing who he was?

"Uh…how you feel about getting a pizza?" Peter got out, chickening out once again. To his surprise, Gwen laughed.

"That's what I like about you, Peter." Gwen smiled as she went over to pick up the phone. "Perfectly normal Peter."

"Yep, that's me." Peter said, laughing a little, his expression fading after Gwen had turned away. He looked out the window at the city, staring at the setting sun. "Perfectly normal Peter Parker…" He added under his breath, heaving a small sigh.

* * *

"I really should get those locks changed."

"Probably so." Peter said, crouching down on one of the windowsills that looked out into the city of New York from Norman Osborn's skyrise apartment. "Then again, leaving the window wide open isn't indicative of _not_ wanting someone to drop in."

"Probably so." Norman said, wheeling himself over to the table that held a bottle of scotch and two of his drinking glasses. "Care for a drink?"

"No." Peter said, watching as Norman poured himself a bit of the liquor into the clear crystal glass.

"Then what brings you coming back through my window?" Norman asked.

"Mendell Strom." Peter said.

"He was my XO, trusted member of the Board, a brilliant scientific mind, and a crushing loss." Norman replied coolly, taking a sip of his drink.

"And nothing more than a fall guy for you, in the end." Peter said.

"What are you implying?" Norman asked.

"I'm implying that you set up Mendell Strom in the entire fiasco with Doctor Connors' experiments," Peter said, "something that, if my hunch is right, he had absolutely nothing to do with, did he?"

"Mendell Strom was one of my oldest and dearest friends." Norman said, his voice as devoid of emotion as his face was. "His unfortunate murder at the hands of that Sergei Kravinoff menace-"

"Oh, yes!" Peter cut him off. "I am _so_ feeling your pain right now, Osborn. I mean, really…brought tears to my eyes."

"It doesn't matter whether it moves _you_, Spider-Man." Norman sneered, downing the rest of his drink and setting it back on the table. "Who are you, anyway? A nobody. A freak in spandex who plays at being a hero."

"So what does that make you, Norman?" Peter asked. The room was deafly silent for the longest time, the two men locking eyes. Peter was quite grateful for his mask covering his face, seeing as his seemingly unblinking stare was actually broken. It was hard to look at Osborn, it almost made him sick to his stomach. He had the face of a man, but Peter knew now that one of his heroes was not at all what he seemed to be.

It was a mask even flimsier than the one he wore, and beneath the mask of Norman Osborn was something that was worse than the worst of Peter's nightmares.

"Why are you here?" Norman's voice finally broke the silence after a way too long time.

"To tell you that even if all of New York believes that you didn't murder a man and nearly murdered another, I know the truth." Peter said. "And I _will_ be watching you."

"I'm frightened." Norman's tone smacked of sarcasm, yet somehow seemed to be oh so blasé about the whole thing.

"Just remember Prometheus." Peter said as he turned on the windowsill.

"Yes…chained to a rock by Zeus for bringing fire to man." Norman said, snorting in derision. "Do you think yourself a god, Spider-Man?"

"No." Peter said, shaking his head. "I'm just a man. And you're just a man. A man who's responsible for several deaths because you tried to control something you couldn't. And knowing you, this isn't going to stop you. You'll keep trying and you'll keep hurting people in the process and I'm making you a promise right now. I will stop you. No matter what you do, no matter what mistakes you make that you try to cover up, so long as the innocent are hurt by it, I'll be there to stop you. Because I'm just a man, Osborn. A man with the power, and thus, the responsibility to."

A moment later, Peter had leaped from the window, and was gone.

* * *

"…_and thus, the responsibility to._"

Spider-Man's words echoed in Norman's mind for the long minutes after the vigilante had left him. He just sat there, the last words of the freak going around and around in his head. He sighed as he brushed his hand down his dark green dressing gown.

His hand smoothed over his upper thigh, passing over the small wound the syringe had left in his skin. Seeing that his visitor was gone, Norman Osborn rose standing on his feet unhindered and unassisted.

"So be it, Spider-Man…"

* * *

"Peter Benjamin Parker."

Peter wasn't expecting to find his home occupied when he got home. Aunt May was out for Bingo Night, and she shouldn't have been back for hours, even for as late as it was. But he didn't find May Parker sitting up waiting for him, much less in his room, sitting at his desk.

And it _definitely_ wasn't his Aunt's voice. Far too masculine and, in fact, coming from a bald man sitting with his back to him in his chair.

"Don't know who you're-"

"Skip with the deception, Parker." The man said, turning around so Peter could get a good look at him. A stern gaze from a single eye, the other covered with an eye patch. '_Okay, wasn't expecting that…_' Peter thought. "I know who you are. Take off the mask, and let's talk."

"How do you know?" Peter asked, reaching back and closing his window, drawing the blinds, before he did indeed pull his mask off.

"You'll find that SHIELD knows quite a lot." The man said.

"That isn't an answer." Peter said, tense and really, really wishing he hadn't removed his mask so quickly, but the damage was now done. Besides, his Spider-Sense hadn't gone off…yet. There was a definite buzzing, though, but it was faint. He knew that it was a poor life choice to mess with this guy…whoever he was.

"I'm Nick Fury. Director of SHIELD." The man told him. "I'd like to talk to you about the Avenger Initiative…" Peter stared at Fury for a long moment, brow raised.

"Huh?"

* * *

**A/N: **

**SPIDER-MAN WILL RETURN IN…THE "AVENGERS 2" FIC THAT I HAVE YET TO WRITE…**

**And before I get attacked, how could I let Peter tell Gwen about his secret identity **_**now**_**? Don't worry, she'll find out in due course (I actually have a plan for that). And now Petey's got the Avengers to look forward to! Well, sort of - I still need to finish **_**that**_** fic and set up the others I've got in mind. Before that, however – like Iron Man before him – ol' Webhead's got one more story to set him up and believe me, it's gonna be a helluva doozy! Keep your eyes peeled for it.**

**Oh, and the Fury bit is the "post credits scene" if you will. So, anyhoo. TTFN!**


End file.
